Exhibit C


Special considerations for Retirement Plan Rollover options

If you currently participate in a 401(k) or other employer-sponsored qualified plan and decide to change jobs, you have

choices for investing your retirement plan assets. It is important that you understand the advantages and disadvantages

of each option to ensure that you make informed decisions. Among other things, you should carefully consider changes

in services, fees, expenses, commissions and investment options, tax implications and potential financial professional

conflicts of interest before making your decision. The chart below outlines four courses of action and some of the related

considerations that you should review with your financial professional and tax advisor.

Leave your assets in
your former employer's
plan

Move your assets into
your new employer's
plan

Your investment strategy can continue

without interruption.

© Your only action will be to make sure
the benefits office has your current
home address.

Allyour employer-sponsored retirement
assets will be in one plan.

© In some situations employers do not
permit former employees to leave
money in the plan.

© You will be limited to the investment
choices available in the plan,

© Many plans publish educational
information in employee newsletters
or other materials distributed at work.
Once you are no longer an employee,
you may find that information you
receive about the plan is limited.

© Corporate reorganizations and/or
changing employees may make it
difficultto keep your former employer
informed about changes in your
address or status.

© Many plans limit the number of
withdrawals available to former
employees.

Some plans do not permit transfers of
assets into the plan, or have a waiting
period.

Your new plan may be limited in
investment choices and services.

© The plan may limit withdrawals or
other access.

© The new plan's fees and expenses
may be higher than the original.

Want to keep your assets invested for
retirement.

‘© Would like to remain invested either
due to current market conditions or
because you are satisfied with the
investment choices.

Have an outstanding loan balance
which you are unable to repay at this
time.

Are concerned about fee and expense
increases.

Want to keep your assets invested for
retirement.

¢ Want to keep all retirement assets in
asingle account.

© Are satisfied with the investment
choices.

© Are still working after age 704 and
wantto delay payment of RMDs


Our policies

Business continuity plan

Each business function within our firm maintains a detailed
recovery plan that documents the steps necessary to continue
critical operations following various types of business inter-
ruptions. These plans are updated regularly to reflect current
business operations and the environment in which we oper-
ate. Generally, we will be able to resume critical business
operations within 24 hours of an interruption.

Events may result in a business interruption impacting our
home office in Springfield, Massachusetts or your local
community and the office maintained by your

local representative. We have taken both possibilities

into consideration.

Interruptions at our home office: Transactions in your
account are generally processed at our home office in
Springfield, Massachusetts. This is also where many records
concerning your account and our business operations are
maintained. We have plans in place to conduct business from
alternate locations in the event that business is interrupted

at our main corporate offices. For business interruptions

that affect only our building, business operations may be
conducted from other facilities owned by MassMutual in
the surrounding area. Our operations can be relocated to
MassMutual facilities in other geographic locations in the
event of a more widespread business interruption.

Our systems recovery program is supported by detailed
recovery plans that document how our critical technical
infrastructure and applications (administered in a data center
maintained by MassMutual) will be restored in the event of
a business interruption. An uninterruptible power supply and
back-up generators protect the data center from extended
power outages. Systems are backed-up and tapes are stored
at an offsite location. Physical security of the data center is
appropriately controlled. In the event the main data center is
unavailable, MassMutual contracts with a national vendor of
recovery services to restore the necessary applications.

In the event of a business interruption affecting our home
office, your primary contact should continue to be your
registered representative. He or she will be informed as to
which of our contingency plans has been put into effect to
continue processing business and allow access to your funds.

Interruptions in your local community: If a business inter-
ruption affects your local community, you may be unable to
reach your local representative or anyone in his or her office.
Under such circumstances, contact us at the home office:
MML Investors Services, 1295 State Street, Springfield,
MA, 01111-0001. Telephone: (800) 542-6767,

Fax: (877) 665-4749.

MML Investors Services does not maintain custody of customers’ funds or securities. For our customers with mutual fund or variable product accounts
purchased directly from the product sponsor, customers’ funds or securities are maintained at each respective product sponsor. In the event of an internal or
external significant business disruption (SBD), if telephone service is available, our registered representatives would directly contact the product sponsor

on the client's behalf.

For our customers with brokerage accounts, customers’ funds or securities are maintained at our clearing firm, National Financial Services. In the event of
an internal or external significant business disruption (SBD), if telephone service is available, our registered persons will take customer orders or
instructions and contact our clearing firm on their behalf, and if our Web access is available, our firm will post on our website that customers may access

their funds and securities by contacting their registered representative.

15


° ow
MML Investors Services A member of the MassMutual Financial Group

1295 State Street, Springfield, MA 01111-0001

Disclosure brochure acknowledgement
By signing below, I (we) acknowledge that I (we) have received a copy of MML Investors Services’ disclosure brochure,
Connecting you with the right investment choice.

Account Owner Date

Account Co-Owner (if applicable) Date

Account Co-Owner (if applicable) Date


Fees and Expenses

Standard Contract Charges

The following tables describe the fees and expenses you pay when buying, owning, and surrendering the Contract. In addition
to the fees and expenses shown below, Premium Taxes may also apply, but are not reflected below.

I. The first table describes the fees and expenses that you will pay at the time that you transfer the Contract Value

between investment choices, or withdraw your Contract Value. Please note that this Contract does not assess a sales
load on Purchase Payments; however, we may assess a Contingent Deferred Sales Charge as noted below.

Transaction Expenses Current Maximum
Transfer Fee $0 $20 per transfer for
each additional

During the Accumulation Phase
transfer. Twelve

(12) free transfers
per calendar year.

Contingent Deferred Sales Charge (CDSO) !
(as a percentage of Purchase Payment withdrawn)

B-Share % TM%
L-Share mH TM%
Contingent Deferred Sales Charge (CDSC) Schedules
B-Share
Number of Full Years from Application of Purchase Payment __ 0 1 2 3 4 5 6 7and later
CDSC 7% 7% 7% 6% S% 4% 3% 0%
L-Share
Number of Full Years from Application of Purchase Payment _ 0 1 2 3 4and later
CDSC 7% 7% 7% 6% 0%

1 Subject to the CDSC schedule, See “Contingent Deferred Sales Charge” for more information.

Il. The next table describes fees and expenses you will pay periodically during the time you own the Contract, not
including underlying fund fees and expenses.

Periodic Contract Charges [Current | __ Maximum
Annual Contract Maintenance Charge $40 per ‘$40 per
Contract Year! Contract Year '

‘Separate Account Annual Expenses
(as a percentage of average account value in the separate account)

B-Share
Mortality and Expense Risk Charge 1.15% 1.15%
Administrative Charge 0.15% 0.15%

Total Separate Account Annual Expenses 1.30% 1.30%

L-Share
Mortality and Expense Risk Charge 1.50%? 1.50%?
Administrative Charge 0.15% 0.15%

1.65% 1.65%

Total Separate Account Annual Expenses

1 Currently, we waive this charge if, when we are to make the deduction, your Contract Value is $100,000 or more, We assess the charge on each Contract
Anniversary or when you make a full withdrawal. A portion of the charge is assessed if your entire Contract Value is applied to an Annuity Option on a date

other than your Contract Anniversary,
2 Afier your 7th Contract Anniversary, the mortality and expense risk charge will be reduced to 1.15%.

9


About MML Investors Services

MML Investors Services was founded in 1981 and is one of
the largest distributors of mutual funds, variable annuities
and variable life insurance in the United States. (Named
eighth largest Broker-Dealer in the nation based on total
assets, Investment News, December 2014.) It is a member

of the Financial Industry Regulatory Authority (FINRA)
(www.finra.org) and the Securities Investor Protection
Corporation (SIPC). Customers may obtain information
about SIPC, including the SIPC brochure, by contacting
SIPC via its website (www.sipc.org) or by telephone at
202-371-8300. Customers can obtain information on our
registered representatives from FINRA through FINRA.
BrokerCheck, an online tool used to check the background
of investment professionals. For additional information on
BrokerCheck or FINRA, including an investor brochure
which contains information describing BrokerCheck, call the
FINRA BrokerCheck Hotline at 1-800-289-9999 or access
FINRA’s website at www.finra.org. MML Investors Services
is authorized to conduct business in all 50 states, the District
of Columbia, and Puerto Rico and has more than 5,000 regis-
tered representatives nationwide as of December 31, 2014.

Our registered representatives are dedicated to assisting you
and your legal and tax advisers in managing the risks associ-
ated with taxes, inflation, market fluctuations and changing
economic conditions while providing you with investment
opportunities consistent with your tolerance for risk and
your financial goals. We emphasize the concepts of:

* Portfolio Diversification
* Systematic Investing and Dollar Cost Averaging*
+ A Long-Term Perspective

¢ Regular Portfolio Review

Our registered representatives will analyze your present
situation and help you determine your financial needs. They
can help you prioritize and then systematically pursue your
financial goals. Please note, however, that unless you sign a
separate investment advisory contract with us, the analyses
and other information that we provide to you are not (and
you should not consider them to be) comprehensive financial
plans. Although we consistently endeavor to connect you
with the right investment choice, since we are paid commis-
sions, we have certain conflicts of interest of which you
should be aware. Please refer to the section titled “Conflicts
and compensation” on page 17.

Our registered representatives offer a broad array of invest-
ment products, including:

+ Mutual Funds

* Variable Annuities

* Variable Life Insurance

* Unit Investment Trusts

* 529 College Savings Plans

* General Securities

Some of our registered representatives provide investment
advisory services, such as asset management programs and
financial planning, through affiliation with our registered
investment adviser. These advisory activities and our poli-
cies and standards for these activities are not described in
this brochure. They are, however, described in separate
documents that you will receive when you engage our
advisory services.

? Dollar Cost Averaging is the practice of investing or saving a fixed amount of money on a regular schedule, regardless of market conditions. Dollar Cost
Averaging does not guarantee a profit or protect against losses in a declining market, and an investor must be prepared to continue investing, even in

times of declining prices,
2


Special considerations for Retirement Plan Rollover options (continued)

Transfer your assets
directly into an IRA

You will maintain the tax-advantaged
status of your assets.

© You can choose an investment that
matches your investment objectives.

© Having assets transferred directly to
an RA avoids any income tax
withholding.

You could convert assets to a Roth
IRA*

If you decide that you want to take
distributions before the age of 59%,
you may choose substantially equal
periodic payments under Internal
Revenue Code Section 72(t}** and
avoid early withdrawal penalties.

¢ You may be able to roll your assets.
intoa plan provided by a future
employer, if you choose.

Receive your plan Once you pay taxes, the remainderis
assets asadistribution available for your immediate use.
(check) from your

former employer

You need to spend time and energy
choosing an investment vehicle for
the IRA and the investments available
inthe current plan may not be
available outside the plan.

© IRAs do not permit loans, so if your
former employer's plan permits loans
to former employees, you would be
giving up that benefit.

© Conversion to a Roth IRA subjects
amount converted to current income
‘tax.

© Before age 59% distributions not
eligible for Internal Revenue Code
Section 72(t) will be subject to
withdrawal penalties.

© The fees and expenses charged for
the IRA and the chosen investment
vehicle(s), including commissions or
other fees paid to the financial
advisor, may be higher than the
current plan.

¢ Services provided to the employee
through the plan may not be available
with the IRA.

© Transfers of appreciated employer
stock may be immediately taxable.

¢ Income and penalty taxes could take a
substantial portion of your distribu-
tion. Your employer will withhold 20%
of the proceeds for tax purposes,
although the actual taxes you owe
may be higher. Also, if you are under
age 59%, an IRS federal penalty tax of
10% may apply in addition to federal
income tax.

© lf youare not retiring rightnow, you

may need these assets later to provide
retirement income.

© Want to keep your assets invested for
retirement.

© Want to create a new investment
strategy.

© Are interested in eventually convert-
ing your assets to a Roth IRA. See your
tax advisor to discuss the advantages/
disadvantages for your situation.

Are retiring and would like to use your
assets to provide retirement income.

Need the after-tax value of your
assets to provide for an immediate
expense,

© Will not need these assets later to
provide retirement income.

* The primary advantage of a Roth IRA is that qualified distributions are tax-free at the federal level and in most states. However, in order to convert your
assets to a Roth IRA, you would be required to pay income taxes on your deductible contributions and earnings now. Your tax advisor can provide an

individual income tax analysis for your situation.

** According to Section 72(t) of the Internal Revenue Code, people who are not yet age 59% can take withdrawals that will be exempt from the 10% federal
income tax penalty (though subject to normal income tax) for early withdrawals from an IRA if those withdrawals are part of a series of substantially
equal payments made on a regular basis (i.e., at least one a year), calculated according to IRS rules and payments continue for the longer of five years or
until the account holder reaches age 59). Any change to the series of payments before the required time period has been reached may be considered a

modification and subject you to an additional penalty.

20


We very much appreciate the opportunity to comment on and discuss these important issues with
the Department. We support the objectives of the Proposal and believe it can, with appropriate
modifications, advance the purposes of the private retirement system. Please do not hesitate to
contact us with any comments or questions, or if further information would be helpful.

Respectfully submitted,

ay a.

John E. Deitelbaum Kevin O, Finnegan
Senior Vice President & Senior Vice President &
Deputy General Counsel - Deputy General Counsel

U.S. Insurance Group Retirement Services Division


Other products

Although the products below are not currently offered
for sale by MML Investors Services, the following is
provided as general information for our clients who hold
these products.

Direct Participation Programs

Direct Participation Programs (DPPs) enable you to
directly participate in the cash flow and tax benefits of
an investment partnership.

Non-Traded Real Estate Investment Trusts
({non-traded REITs)

These products offer investors the opportunity to participate
in the real estate market through the ownetship of shares in
a corporation, trust or association that owns (and might also
manage) a portfolio of income producing real estate. These
shares are not currently listed, and may never be listed, on
the NYSE Euronext, AMEX, NASDAQ, or other public
securities markets.

Points to consider regarding DPPs or non-traded REITs
The programs mentioned above are generally much riskier
than investments in mutual funds or variable annuities.
Investors in such programs should refer to the prospectus
and any current prospectus supplements for information on
the experience and background of the officers and directors
of the REIT or DPP. It is important to understand the follow-
ing factors as you consider your continued ownership of any
of the above investment(s):
¢ Whether such investments continue to be suitable as a
part of your investment portfolio in light of your over-
all investment objectives, investment time horizon,

tolerance for risk and overall portfolio structure;

* Your previous overall investment experience, your
investment experience with the above investments,
and your understanding of the above investments;

* The general, or state-specific, financial suitability
standards of income and net worth required at the

time of your purchase of such investments;

The possible financial hazards of owning these types

of investments as discussed in the prospectus, and

your ability to withstand these risks, including the

possible loss of your entire investment;

© The income tax advantages or disadvantages of
owning such investments; and

¢ Investors in oil and gas drilling partnerships who

purchased General Partnership Units may be required

to make additional payments to the partnership over

and above their initial subscription amount, and in

certain instances, such additional payments could

be unlimited.

Owners of interests in a direct participation program or a
non-traded REIT should understand that the liquidation or
transfer of your DPP program interest or non-traded REIT
will be restricted or severely limited and that no ready
market for such interests or shares exists. Accordingly, you
may not be able to liquidate these assets should the need
arise. For questions regarding liquidation of the above
programs, please contact the program sponsor.

For specific information pertaining to your product(s) and its underlying investment chaices, such as investment objectives, risks, charges and expenses,
please read your products) prospectus and Statement of Additional Information carefully. In the event of a conflict between the information in this brochure

and the prospectus for your product{s), the terms of the prospectus shall govern.

13


An Informational Guide
for Investors

Connecting you with the
right investment choice

MMCL Investors Services

Investment Strategies

Wa MassMutual

We'll help you get there:



Since Retirement Plan Shares often differ among fund
families, you should review the descriptive material from

the mutual fund vendor under consideration, as well as the
prospectus and Statement of Additional Information (SAI)

to determine which share classes are available to qualified
accounts. You should also consider the current and antici-
pated number of plan participants, as well as the current value
of plan assets and anticipated annual additions to plan assets.

Which class of shares should you buy?

Determining which class of shares you should purchase
requires careful consideration. Among other factors, you
need to consider the size of your purchase, over what
period of time you are planning to invest and what other
mutual fund investments you currently hold. If you intend
to purchase a large dollar amount of shares, buying Class
A shares may be preferable. The asset-based sales charges
on Class A shares are generally lower than for the Class B
shares and Class C shares, and the mutual fund may offer
large purchase breakpoint discounts from the front-end sales
charge for Class A shares.

Please note that the amount of compensation that your
registered representative receives as a result of your mutual
fund purchase(s) will, in many cases, vary depending on
the class of shares that you purchase. If you would like
specific details of how your representative’s compensation
will be affected by your share class decision, ask your
registered representative.

Breakpoints

Many mutual funds offer discounts on Class A shares for
larger investments. The investment levels at which the
discounts become available are called “breakpoints.”

$250,000 but less than $500,000 2.50%

0.00%

$1 million or more

© This is only a sample breakpoint schedule. Please refer to the mutual
fund prospectus for your product's specific breakpoint schedule.

For example, under this schedule, a purchase of $49,500
would incur a front-end sales load of 5.50% or $2,722.50,
while a purchase of $50,000 would incur a sales load of
4.75% or $2,375.00. In this example, by choosing to invest
$500 more, you would pay $347.50 less in a front-end sales
charge and thus have more invested. As the chart indicates,
there are several breakpoints, each producing a greater
reduction in the sales load.

You may be entitled to a lower front-end sales charge if the
dollar amount of your purchase exceeds one or more break-
point levels. In addition, you may become entitled to receive
a breakpoint discount based on rights of accumulation
(ROA) or by using letters of intent (LOI).

Rights of Accumulation (ROA): An ROA combines both your
current and previous fund purchases to determine whether
you qualify for a breakpoint. For example, if you are invest-
ing $10,000 in a fund today, but previously had invested
$40,000, those amounts can be combined to reach a $50,000
breakpoint, which will entitle you to a lower sales load on
your $10,000 purchase.


°
MML Investors Services _ A member of the MassMutual Financial Group

1295 State Street, Springfield, MA 01111-0001

Dear Client,

Thank you for selecting MML Investors Services to assist you in meeting your investment objectives. If this
is the first investment that you have placed through us, we look forward to a long and mutually satisfying
relationship. If you have previously purchased products through us, we deeply appreciate the confidence you
have demonstrated in us and your registered representative by continuing to conduct business with our firm.

We recognize that making investment decisions can sometimes be a confusing and anxious process. Our
objective is to eliminate that confusion and anxiety. The cornerstone of our business philosophy is making
sure that we find the right products to meet your specific needs and that you fully understand all aspects of the
product you are purchasing.

We are committed to providing you with the information you need to evaluate not only the financial product
you are buying but also the people and company with which you have chosen to do business. As part of

this commitment, we have prepared this brochure, Connecting you with the right investment choice. This
brochure highlights certain information that you should consider as part of your decision-making process.
We recognize that you have already received quite a bit of information about the product(s) you’ve purchased
(in your prospectus and other sales material, for example), and we recommend that you read those materials
carefully. We believe, however, that there is some information about your product and our relationship that
merits special attention. You will find that information in this brochure.

We strongly encourage you to read the information about our Company and its policies on pages 2 and 15 of
this brochure. There you will find a candid discussion of certain matters pertaining to our philosophy, how we
protect your personal information, and how we are compensated. In addition, you should read those sections
of this brochure that pertain to products or services that are potentially related to your interactions with our
firm. You will find that information in the following sections:

Mutual Funds

Variable Annuities

Unit Investment Trusts

Retirement Plan Rollovers

Other Products (Direct Participation Programs and Section 529 Plans)

Please ask your registered representative any questions you may have regarding information in this brochure
or in the materials you already have. We welcome the opportunity to provide guidance and assistance to you.
We believe that open, frank disclosure is the best basis on which to build a strong, trusting relationship. We
would like to thank you for your confidence. Please do not hesitate to contact your representative if you need
further assistance or information.

Sincerely,

MML Investors Services


Section 529 Plans

State tuition savings programs or “Section 529 Plans”

are college savings programs that enable individuals to
accumulate assets on a tax-deferred and tax-free basis in
order to fund future college and graduate school expenses on
behalf of a child or other beneficiary. A Section 529 Plan is
established and maintained by a state agency and is typically
administered by a mutual fund company.

Some states that impose a state income tax offer favorable tax
treatment or other benefits to their residents only if they invest
in that state’s sponsored 529 plan. If you are not purchas-

ing a Section 529 Plan sponsored by your state of residence,
you should investigate whether your state offers its residents
a Section 529 Plan with alternative tax advantages or other
benefits. Any state-based benefit offered with respect toa
particular 529 college savings plan should be one of many
appropriately weighted factors, such as fees and expenses, to

be considered in making an investment decision.

If at any time you withdraw money from a Section 529 Plan
that is not used for qualified education expenses, you are
generally required to pay income tax and in some circum-
stances, an additional penalty.

Since the tax rules that apply to Section 529 Plans may be
complicated, you should consult with your tax or other
advisers to learn more about the federal tax advantages or
disadvantages or other state-specific tax benefits (including
limitations) associated with investing in a Section 529 Plan
given your specific circumstances. You may wish to contact
your home state or any other 529 college savings plan to learn
more about the features, benefits and limitations of that state’s
529 college savings plan. You may also find more informa-
tion on college planning and a 529 college expense analyzer
on the FINRA website at http://www.finra.org/Investors/
Protect Yourself/InvestorAlerts/529Plans/P010756.

Net asset value (NAV) transfers

Currently, some 529 plans allow you to buy mutual fund
Class A shares without paying the front-end sales charges

in specified circumstances. One such situation occurs if you
are using proceeds from the sale of shares for which you had
previously paid a front-end or deferred sales charge and then
are using those proceeds to purchase the new shares within
acertain time frame. These types of transactions are called
“NAV transfers” because you are able to purchase shares

at net asset value (NAV) without paying a front-end sales
charge, NAV transfers are offered only by a limited number of
529 plan sponsors. Your registered representative can provide
you with more information on which 529 plan sponsors offer
NAV transfers.

You can also find out if the specific 529 plan you are
purchasing offers NAV transfers by reading the program
description, prospectus and Statement of Additional
Information, or by checking the sponsoring company’s
website. You should be aware that proceeds from a “no load”
529 plan, or any other 529 plan for which you did not pay a
sales charge, usually are not eligible for NAV transfers.

A NAV transfer does not eliminate all fund expenses and
charges. Although you will not pay a front-end sales charge
if you buy 529 plan shares at NAV, some funds may impose a
1% CDSC if you sell your shares within a year or 18 months
after completing the NAV transfer. Fees may be charged for
ongoing operating expenses, including 12b-1 fees, which are
taken out of the mutual fund’s assets annually to cover the
costs of distributing and marketing the fund to investors.


L-Share

Current Expenses ‘Maximum Expenses
Years 1 3 5 10 1 3 5 10
If you withdraw all of your Contract Value at the
end of each year shown
Highest total fund operating expenses $1,235 $2,433 $2,986 $5,781 | $1,235 $2,433 $2,986 $5,781
Lowest total fund operating expenses $1,101 $2,044 $2,360 $4,633 | $1,101 $2,044 $2,360 $4,633
If you do not withdraw any of your Contract
Value at the end of each year shown
Highest total fund operating expenses $ 605 $1,803 $2,986 $5,781 | $ 605 $1,803 $2,986 $5,781
Lowest total fund operating expenses $ 471 $1,414 $2,360 $4,633 | $ 471 $1,414 $2,360 $4,633
If you decide to begin the Annuity Phase at the end
of each year shown
Highest total fund operating expenses NA N/A $2,986 $5,781 | N/A N/A __ $2,986 $5,781
Lowest total fund operating expenses N/A N/A __ $2,360 _ $4,633 NIA N/A__ $2,360 $4,633

We estimate that the Annual Contract Maintenance Charge under the current expenses would be 540 or, as percentage, 0.05%. We estimate that the Annual
Contract Maintenance Charge under the maximum expenses would be $40 or, as percentage, 0.05%,

Examples Using Current and Maximum Expenses (No GMAB Elected)

These Examples assume that you either;

withdraw all your Contract Value at the end of each year shown,
do not withdraw any of your Contract Value at the end of each year shown, or

that you decide to apply your entire Contract Value to an Annuity Option at the end of each year shown and no
Contingent Deferred Sales Charge is applied. Note the Annuity Phase is not available until five years after the Contract
Issue Date unless state law requires a shorter period.
The Examples also assume:

+ that you purchase either a B-Share or L-Share Contract,

* that you did not elect a GMAB, which would include additional charges on your Contract,
* that you invested $10,000 in the Contract for the time periods indicated,
* that you allocated Contract Value to a Sub-Account that has a 5% return each year,
+ that you selected one of two Sub-Accounts—the one that invests in the Fund with the highest total operating expenses,

or the one that invests in the Fund with the lowest total operating expenses,

+ that the maximum fees and expenses in the “Fees and Expenses” section apply,

+ that you made no transfers, and
* that no Premium Taxes apply.

Based on the above assumptions, your costs would be as shown in the following tables. Your actual costs may be higher or lower.

B-Share
Current Expenses “Maximum Expenses

Years 1 3 5 10 1 3 5 10
If you withdraw all of your Contract Value at the end
of each year shown
Highest total fund operating expenses $950 $1,607 $2,107 $3,469 | $950 $1,607 $2,107 _ $3,469
Lowest total fund operating expenses $816 $1,205 $1,439 $2,143 | $816 $1,205 $1,439 $2,143
Ifyou do not withdraw any of your Contract Value at
the end of each year shown
Highest total fund operating expenses $320 $ 977 $1,657 $3,469 | $320 $ 977 $1,657 _ $3,469
Lowest total fund operating expenses $186 $ 575 $ 989 $2,143 | $186 $ 575 $ 989 $2,143
If you decide to begin the Annuity Phase at the end of
each year shown
Highest total fund operating expenses NA___N/A_ $1,657 $3,469 | N/A___N/A_ $1,657 _$3,469
Lowest total fund operating expenses N/A N/A__$ 989 $2,143 | NIA N/A $ 989 $2,143

We estimate that the Annual Contract Maintenance Charge under the current expenses would be $40 or, as percentage, 0.05%, We estimate that the Annual
Contract Maintenance Charge under the maximum expenses would be $40 or, as percentage, 0.05%.

I

3



The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including
[portfolio company] fees and expenses.

[Annual] Contract Fee
Separate Account Annual Expenses
(as a percentage of average account value)

Mortality and Expense Risk Fees %
Account Fees and Expenses %
Total Separate Account Annual Expenses %

The next item shows the minimum and maximum total operating expenses charged by the portfolio companies that you may pay
periodically during the time that you own the contract. More detail concerning each [portfolio company’s] fees and expenses is
contained in the prospectus for each [portfolio company].

Total Annual [Portfolio Company] Operating Expenses Minimum Maximum
(expenses that are deducted from [portfolio company]

assets, including management fees, distribution

[and/or service] (12b-1) fees, and other expenses) % — %

Example

This Example is intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity
contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and [portfolio
company] fees and expenses.

The Example assumes that you invest $10,000 in the contract for the time periods indicated. The Example also assumes that your
investment has a 5% return each year and assumes the maximum fees and expenses of any of the [portfolio companies]. Although
your actual costs may be higher or lower, based on these assumptions, your costs would be:

(1) If you surrender your contract at the end of the applicable time period:

| year 3 years 5 years 10 years
5. S, $ 8.

(2) If you annuitize at the end of the applicable time period:

l year 3 years 5 years 10 years
8, $, $. 8,

(3) If you do not surrender your contract:

lyear 3 years 5 years 10 years
$, $. 8, $

General Instructions
Instructions:

1. Include the narrative explanations in the order indicated. A Registrant may modify a narrative explanation if the explanation contains
comparable information to that shown.

2. Assume that the annuity contract is owned during the accumulation period for purposes of the table (including the Example). [fan annuitant
would pay different fees or be subject to different expenses, disclose this in the brief narrative and provide a cross-reference to those portions
of the prospectus describing these fees.

3. A Registrant may omit captions if the Registrant does not charge the fees or expenses covered by the captions. A Registrant may modify
or add captions if the captions shown do not provide an accurate description of the Registrant’s fees and expenses.

4. Round all dollar figures to the nearest dollar and all percentages to the nearest hundredth of one percent.

6


Because variable annuities are long-term investment
vehicles, we want to make sure that you fully understand the
ramifications of this strategy. Your registered representative
will assist you with this evaluation and in completing a
replacement form that provides more specific details about
the facts of your replacement transaction.

Market risk

Variable annuity contracts are influenced by market risk,
i.e., the risk that the investment value will fluctuate with
movements in the market, and that investment returns will
not meet financial objectives. No one can predict when or
by how much the market will rise or fall. Because you invest
ina portfolio, your risk is spread among many securities,
reducing the possibility of losing a substantial amount due
to any one security’s decline in value. Therefore, the best
solution is to decide on a suitable investment strategy that
matches your risk tolerance, and then stick with that strategy
over the long term. Also, within your contract there may be
living benefits options, at an additional cost, that can help
control the downside of market risk.

Guarantees, living benefits and annuitization

In many cases, insurance companies issuing variable annui-
ties provide a number of specific guarantees that are backed
by the insurer’s ability to continue to meet its obligations.
Such guarantees commonly include a minimum guaranteed
death benefit based on criteria such as premiums paid or
periodic reassessments based on increases in contract
account value. Variable annuity contracts may also provide
options including guaranteed living benefits such as
Guaranteed Minimum Accumulation Benefits, Guaranteed
Minimum Withdrawal Benefits and Guaranteed Minimum
Income Benefits. The insurer will typically impose an
additional charge for each of these benefits and you should
consider carefully which, if any, benefit is appropriate based
on your individual needs.

Bonus annuities and multiple share classes

In some instances, insurance companies issuing variable
annuities may offer “bonus annuities.” These bonus annui-
ties may offer an additional up-front payment for any new
investment dollars added to a contract. Investors should
carefully consider the purchase of such an annuity. CDSCs
on these contracts may be higher and longer than on a tradi-
tional variable annuity. In addition, some variable annuity
contracts may offer multiple share classes. Depending on
the share class chosen, there may be an impact on the CDSC
and/or CDSC duration. Investors should carefully consider
which share class to choose depending on their risk tolerance
and investment time horizon.

If you would like to find out more about the ratings of an
insurer, please consult the insurance industry’s two leading
ratings agencies: The A.M. Best Company at
www3.ambest.com/ratings/default.asp and Standard &
Poor’s at www2.standardandpoors.com.

More information on variable annuities can be found

at the FINRA website at http://www.finra.org/
InvestorInformation/InvestorProtection/InvestorAlerts/
index.htm. The SEC also offers investor information on the
subject at www.sec.gov/answers/varann.htm.


Free-look period

Most variable annuities have “free-look” provisions. This
means that once you receive your variable annuity contract,
you will have some time to review your contract. If you
determine that the contract does not meet your needs within
this “free-look” period, you may return it without paying
any sales charge. You will receive a refund of your purchase
payment or the current account value, depending on the
regulations in your state. Please refer to your contract for
specific details.

Investment time horizon, liquidity and early withdrawals
Annuities are generally long-term investments. This is
because it can take several years for you to realize the
benefits of tax-deferral and/or riders that can guarantee you
certain accumulation or income levels. In addition, with
most annuities you pay a surrender charge if you withdraw
money from your contract (in excess of any amounts that the
contract permits to be withdrawn without a charge) during
the surrender charge period which, in some cases, may be
10 years or more.

Earnings that are withdrawn are subject to ordinary income
tax, and if they are taken prior to age 591%, a 10% federal
income tax penalty may apply. Early withdrawals may also
affect the performance of your variable annuity due to the
impact of short-term market volatility that will not have the
opportunity to be mitigated through longer-term

market participation.

Due to their long-term nature and the associated surrender
charges, variable annuities are not considered “liquid”
assets. Therefore, you must consider whether you will be
able to hold the contract until the surrender period ends. In
making that decision, you should consider whether you have
other liquid assets, such as cash or money market funds that
you will be able to use for daily living expenses or for other
extraordinary or unexpected costs, such as college education
funding or unexpected medical bills.

If you are in or nearing retirement, it is espe-
cially important that you carefully evaluate
your ability to meet your daily living
expenses, particularly in the event of any
potential or unexpected health changes. You
should discuss with your registered repre-
sentative your current and future need for
liquid assets and the impact that surrender
charges and market fluctuation may have on
your ability to withdraw sufficient assets
froma variable annuity contract.

Risk tolerance

You should consider the level of investment risk you are
comfortable with when considering purchasing a vari-

able annuity, and whether you believe your risk tolerance
will change over time. Some annuity contracts may offer
features, such as dollar cost averaging, asset rebalancing
and portfolios targeted to a particular time horizon, to assist
you in managing how your contract values are invested. You
should ensure that the annuity contract you choose has a
sufficient array of investment options to meet your risk toler-
ance, both at the time of purchase and as your needs may
change throughout the life of the contract.


Sample Compliance Procedures

To mitigate the impact of Material Conflicts of Interest on the provision of investment advice to
Retirement Investors, a Financial Institution must:

(1) Adopt and implement written policies and procedures reasonably designed:
a. To ensure its compliance with the conditions of this exemption,
b. To oversee compliance with this exemption by each Retirement Adviser,
c. To maintain standards for reviewing and approving or rejecting recommendations
made by the Financial Institution’s Retirement Advisers, where such standards:
i. Are neutral between proprietary and non-proprietary products, and
ii. Do not take account of the compensation or other benefits to be received by the
Financial Institution, Retirement Adviser and/or affiliates of the Financial
Institution if the Retirement Investor were to act on such recommendation;

(2) Adopt and implement red flag practices reasonably designed to detect violations of the
exemption, including the failure to satisfy the best interest standard by the Financial
Institution’s Retirement Advisers;

(3) Designate one individual as the compliance officer responsible for administering such
policies and procedures; and

(4) Require the compliance officer to review, no less frequently than annually, the adequacy
of the policies and procedures required by sections (1) and (2), and provide a written
report to the Financial Institution’s senior management concerning such policies and
procedures including any recommendations for improvement.


Exhibit A


L-Share

Current Expenses Maximum Expenses
Years 1 3 5 10 1 3 5 10
If you withdraw all of your Contract Value at the end
of each year shown
Highest total fund operating expenses $985 $1,710 $1,826 $3,674 | $985 $1,710 $1,826 $3,674
Lowest total fund operating expenses $851 $1,311 $1,167 $2,378 | $851_S1,311 $1,167 _ $2,378
If you do not withdraw any of your Contract Value at
the end of each year shown
Highest total fund operating expenses $355 $1,080 $1,826 $3,674 | $355 $1,080 $1,826 $3,674
Lowest total fiund operating expenses $221 $ 681 $1,167 $2,378 | $221 $ 681 $1,167 $2,378
If you decide to begin the Annuity Phase at the end of
each year shown
Highest total fund operating expenses NA NA $1,826 $3,674 | N/A___N/A__ $1,826 $3,674
Lowest total fund operating expenses NA___NA_ $1,167 $2,378 | NA__N/A_ $1,167 $2,378

We estimate that the Annual Contract Maintenance Charge under the current expenses would be $40 or, as percentage, 0.05%. We estimate that the Annual
Contract Maintenance Charge under the maximum expenses would be $40 or, as percentage, 0.05%.

The Examples should not be considered a representation of past or future expenses. Your actual expenses may be higher or lower than
those shown in the Examples. The assumed 5% annual rate of return is purely hypothetical, Actual returns may be greater or less than
the assumed hypothetical return.

Condensed Financial Information

The Contract described in this prospectus has not previously been available for sale. Therefore, there is no Accumulation Unit
information for the Contract.

General Information about Massachusetts Mutual Life
Insurance Company, the Separate Account and the Investment
Choices

The Company

In this prospectus, the “Company,” “we,” “us,” and “our” refer to Massachusetts Mutual Life Insurance Company
(“MassMutual”). MassMutual is a diversified financial services company providing life insurance, disability income
insurance, long-term care insurance, annuities and retirement products to individual and institutional customers.
MassMutual is organized as a mutual life insurance company. MassMutual’s home office is located at 1295 State Street,
Springfield, Massachusetts 01111-0001.

The assets of our General Account support our insurance and annuity obligations and are subject to our general liabilities from
our business operations and to claims by our creditors. You should be aware that, unlike the Separate Account, the Company’s
General Account is not segregated or insulated from the claims of the Company’s creditors. In addition, because of exemptive
and exclusionary provisions, the General Account, unlike the Separate Account, has not been registered under the Securities
Act of 1933 (“1933 Act”) or the Investment Company Act of 1940 (“1940 Act”). Because of this, the General Account is
generally not subject to the provisions of the 1933 Act or the 1940 Act. However, disclosures regarding the General Account
are subject to certain generally applicable provisions of the federal securities laws that require complete and accurate
statements in prospectuses.

Financial Condition of the Company. We use General Account assets for many purposes, including to pay death benefits,
annuity payments, withdrawals and transfers from fixed account investment choices and to pay amounts we provide to you

14



PART A
INFORMATION REQUIRED IN PROSPECTUS

Item 1. Cover Page
(a) The outside cover page must contain the following information:
(i) the Registrant’s name;
(ii) the depositor’s name;

(iii) the types of variable annuity contracts offered by the prospectus (c.g., group, individual, single premium immediate, flexible
premium deferred);

(iv) any limitations on the class or classes of purchasers to whom the contract is being offered, in general terms;

(v) a statement or statements that: (A) the prospectus sets forth the information about the Registrant that a prospective investor
ought to know before investing; (B) the prospectus should be kept for future reference; (C) additional information about the
Registrant has been filed with the Commission and is available upon written or oral request without charge (This statement
should explain how to obtain the Statement of Additional Information, whether any of it has been incorporated by reference
into the prospectus, and where the table of contents of the Statement of Additional Information appears in the prospectus. If
the Registrant intends to disseminate its prospectus electronically and is an electronic filer, also include the information that
the Commission maintains a web site (http://www.sec.gov) that contains the Statement of Additional Information, material
incorporated by reference, and other information regarding registrants that file electronically with the Commission.);

(vi) the date of the prospectus, and the date of the Statement of Additional Information;
(vii) the statement required by Rule 481(b)(1) under the 1933 Act [17 CFR 230.481(b)(1)];
(viii) the names of the portfolio companies;

(ix) such other information as is required by rules of the Commission or of any other governmental authority having jurisdiction
over the Registrant for the issuance of its securities.

(b) The cover page may include other information, if it does not, by its nature, quantity, or manner of presentation, impede understanding
of required information.

Item 2. Definitions

Define the special terms used in the prospectus (e.g., accumulation unit, contractowner, participant, sub-account, etc.) in a glossary. In
lieu of a glossary, Registrants may use an index of special terms that refers to the page on which each special term is defined.

Instruction:

Only special terms used throughout the prospectus must be defined or listed. If a special term, e.g., “net investment factor,” is used in only
one section of the prospectus, it may be defined there. However, all special terms used in the prospectus must be defined.

Item 3. Synopsis

(a) Include the following information, in plain English under rule 421(d) under the Securities Act [17 CFR 430.421(d)]:
The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the contract. The first
table describes the fees and expenses that you will pay at the time that you buy the contract, surrender the contract, or transfer cash

value between investment options. State premium taxes may also be deducted.

Contractowner Transaction Expenses

Sales Load Imposed on Purchases (as a percentage of purchase payments) %
Deferred Sales Load (as a percentage of purchase payments or amount surrendered, as applicable) %
Surrender Fees (as a percentage of amount surrendered, if applicable) %
Exchange Fee %



National Financial Services LLC (NFS)?

As part of our effort to provide you with quality service,
we have a relationship with National Financial Services
LLC, Member NYSE, SIPC, a Fidelity Investments
company, to provide trade execution, custody and other
related services for your brokerage account. As custodian
of your brokerage account, NFS, at the direction of MML
Investors Services, is responsible for:
* The execution, clearance and settlement of
securities transactions.
+ Preparing and sending periodic statements of your
account and transaction confirmations.
© The custody (or safekeeping), receipt and delivery of
funds and securities.

Regulatory oversight

As a registered broker-dealer, NFS is subject to the rules

and regulations of the Securities and Exchange Commission
(SEC), the Financial Industry Regulatory Authority
(FINRA), and other exchanges of which NFS is a member,
including the Municipal Securities Rulemaking Board
(MSRB). These regulatory organizations each have certain
rules and regulations that NFS must follow to safeguard your
assets, including:

* Protecting client assets that are fully paid for by
segregating them and ensuring they are not used for
any other purpose.

« Keeping accurate records of your assets held at NFS.

* Maintaining net capital at required levels.

Securities in accounts carried by NFS are protected

in accordance with the Securities Investor Protection
Corporation (SIPC) up to $500,000 (including cash
claims limited to $250,000). For details, please see
www.sipe.org. To supplement its SIPC coverage, NFS
has arranged for additional protection for cash and
covered securities from Lloyd’s of London which as of
December 31, 2014* has an A (Excellent) rating from

the ratings firm A.M. Best, an A+ (Strong) rating from
Standard & Poor’s, and an AA- (Very Strong) rating from
Fitch Ratings. This additional protection covers up to an
aggregate loss limit of $1 billion for all customer claims, of
which $1.9 million may cover cash awaiting reinvestment
at the individual account level. This is the highest level of
excess SIPC coverage currently available. For more infor-
mation on Lloyd’s of London, please go to www.lloyds.
com. Neither coverage protects against a decline in the
market value of securities.

It is important to bear in mind that SIPC coverage applies
only when a brokerage firm is closed due to insolvency or
other financial difficulties and then only if customer assets
are missing from accounts. Finally, excess SIPC protection
would be used only if SIPC was exhausted.

2 Applicable to brokerage accounts.
‘ These ratings are as of the date noted and are subject to change.


MassMutual

FINANCIAL GROUP®

September 24, 2015

Office of Regulations and Interpretations
Office of Exemption Determinations
Employee Benefits Security Administration
Attn: Conflict of Interest Rule

U.S. Department of Labor

200 Constitution Avenue, NW
Washington, DC 20210

e-ORI@dol.gov

e-OED@dol.gov

Re: Definition of the Term “Fiduciary” (RIN 1210-AB32)
Best Interest Contract Exemption (ZRIN 1210-ZA25)
Amendment of PTE 84-24 (ZRIN 1210-ZA25)

Ladies and Gentlemen:

On behalf of Massachusetts Mutual Life Insurance Company (“MassMutual”), we respectfully
offer additional comments on the Department of Labor’s (the “Department’”) proposed rule
redefining the term “fiduciary” and related exemptions (the “Proposal”). This letter is intended to
supplement our initial comment letter dated July 21, 2015, which we respectfully refer the
Department to regarding our comments and suggestions on critical aspects of the Proposal not
covered by this letter.

As we stated in our initial comment letter and our meetings with the Department, we are very
concerned that the Proposal subjects virtually all sales activity to ERISA’s fiduciary standards
and prohibited transactions without providing workable exemptions for our products, resulting in
(i) insurance companies like MassMutual being unable to offer guaranteed lifetime income
products to retirement investors at a time when these products are more critical to the retirement
security of American workers than ever before, and (ii) millions of families losing access to their
trusted adviser, which will inevitably result in a further widening of the retirement gap. But this
does not have to be the case.

Making the Best Interest Contract Exemption Workable

As shown in our mark-up of the Best Interest Contract Exemption provided to the Department in
connection with our meeting on August 28, 2015, it is entirely feasible to create a useable
streamlined and principles-based exemption that accomplishes the Department’s objectives of
establishing an enforceable best interest standard, mitigating the consequences of conflicts of
interest, providing investors with clear and meaningful disclosures, and requiring that fees be
reasonable. Set forth below is a brief explanation of the key changes we believe need to be made
to the Best Interest Contract Exemption to accomplish this goal.

MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company (MassMutual) and its affiliated companies and sales representatives.

Springfield, MA 0111-0001 + (413)788-8411

sing? arg


Notes:



S-X [17 CFR 210.6-07]). If any Portfolio Company invests in shares of one or more Acquired Funds, “Total Annual [Portfolio Company]
Operating Expenses” for the Portfolio Company must also include fees and expenses incurred indirectly by the Portfolio Company as a result
of investment in shares of one or more Acquired Funds, calculated in accordance with Instruction 3(f) to Item 3 of Form N-1A (17 CFR
239.15A; 17 CFR 274.11A). For purposes of this paragraph, an Acquired Fund means any company in which the Portfolio Company invests
that (i) is an investment company or (ii) would be an investment company under section 3(a) of the 1940 Act (15 U.S.C. 80a-3(a)) but for the
exceptions to that definition provided for in sections 3(c)(1) and 3(c)(7) of the 1940 Act (15 U.S.C. 80a-3(c)(1) and 80a-3(c)(7)).

(b) “Total Annual [Portfolio Company] Operating Expenses” do not include extraordinary expenses as determined under generally
accepted accounting principles (see Accounting Principles Board Opinion No. 30). If extraordinary expenses were incurred by any portfolio
company that would, if included, materially affect the minimum or maximum amounts shown in the table, disclose in a footnote to the table
what the minimum and maximum “Total Annual [Portfolio Company] Operating Expenses” would have been had the extraordinary expenses
been included.

18. (a) Base the percentages of “Total Annual [Portfolio Company] Operating Expenses” on amounts incurred during the most recent
fiscal year, but include in expenses amounts that would have been incurred absent expense reimbursement or fee waiver arrangements. If
a portfolio company has a fiscal year different from that of the Registrant, base the expenses on those incurred during either the period that
corresponds to the fiscal year of the Registrant, or the most recently completed fiscal year of the portfolio company. If the Registrant or a
portfolio company has changed its fiscal year and, as a result, the most recent fiscal year is less than three months, use the fiscal year prior to
the most recent fiscal year as the basis for determining “Total Annual [Portfolio Company] Operating Expenses.”

(b) If there have been any changes in “Total Annual [Portfolio Company] Operating Expenses” that would materially affect the information
disclosed in the table:

(i) Restate the expense information using the current fees as if they had been in effect during the previous fiscal year; and
(ii) Ina footnote to the table, disclose that the expense information in the table has been restated to reflect current fees.

(c) Achange in “Total Annual [Portfolio Company] Operating Expenses” means either an increase or a decrease in expenses that occurred
during the most recent fiscal year or that is expected to occur during the current fiscal year. A change in “Total Annual [Portfolio Company]
Operating Expenses” does not include a decrease in operating expenses as a percentage of assets due to economies of scale or breakpoints in
a fee arrangement resulting from an increase in a portfolio company’s assets.

19. A Registrant may reflect minimum and maximum actual total [portfolio company] operating expenses that include expense reimbursement
or fee waiver arrangements in a footnote to the table. If the Registrant provides this disclosure, also disclose the period for which the expense
reimbursement or fee waiver arrangement is expected to continue, or whether it can be terminated at any time at the option of a portfolio
company.

20. ARegistrant may include additional tables showing annual operating expenses separately for each portfolio company immediately following
the required table of “Total Annual [Portfolio Company] Operating Expenses.” The additional tables should be prepared in the format, and
in accordance with the Instructions, prescribed in Item 3 of Form N-1A [17 CFR 239.15A; 17 CFR 274. 11A] for disclosing “Annual Fund
Operating Expenses.”

Example
21. For purposes of the Example in the table:

(a) Assume that the percentage amounts listed under “Separate Account Annual Expenses” remain the same in each year of the I-, 3-, 5-,
and 10-year periods, except that an adjustment may be made to reflect reduced annual expenses resulting from completion of the amortization
of initial organization expenses;

(b) Assume deduction of the maximum percentage amount of expenses shown under “Total Annual [Portfolio Company] Operating
Expenses,” and that this amount remains the same in each year of the I-, 3-, 5-, and 10-year periods, except that an adjustment may be made
to reflect reduced annual expenses resulting from completion of the amortization of initial organization expenses. An additional example that
assumes deduction of the minimum percentage amount of expenses shown under “Total Annual [Portfolio Company] Operating Expenses”
may also be provided, immediately following the required expense example based on maximum portfolio company expenses. In lieu of
providing the required example based on maximum portfolio company expenses, a Registrant may include separate expense examples based
on the expenses of each portfolio company;

(c) Assume the maximum sales load that may be deducted from purchase payments is deducted;


5. In the Contractowner Transaction Expenses, [Annual] Contract Fee, and Separate Account Annual Expenses tables, the Registrant must
disclose the maximum guaranteed charge, unless a specific instruction directs otherwise. The Registrant may disclose the current charge,
in addition to the maximum charge, if the disclosure of the current charge is no more prominent than, and does not obscure or impede
understanding of, the disclosure of the maximum charge. In addition, the Registrant may include in a footnote to the table a tabular, narrative,
or other presentation providing further detail regarding variations in the charge. For example, if deferred sales charges decline over time, the
Registrant may include in a footnote a presentation regarding the scheduled reductions in the deferred sales charges.

6. Provide a separate fee table (or separate column within the table) for each contract form offered by the prospectus that has different
fees. If a Registrant uses one prospectus to offer a contract in both the group and individual variable annuity contract markets, the Registrant
may a) add narrative disclosure following the fee table identifying markets where certain fees are either inapplicable or waived or lower fees
charged to contractowners in group markets, or b) provide a separate fee table for group and individual contracts,

[Annual] Contract Fee
7. “[Annual] Contract Fee” includes any contract, account, or similar fee imposed on all contractowner accounts on any recurring basis.
Contractowner Transaction Expenses

8. “Sales Load Imposed on Purchase Payments” includes the maximum sales load imposed upon purchase payments and may include a
tabular presentation, within the larger table, of the range of such sales loads.

9. “Deferred Sales Load” includes the maximum contingent deferred sales load, expressed as a percentage of the original purchase price
or amount surrendered, and may include a tabular presentation, within the larger table, of the range of contingent deferred sales loads over
time.

10. “Surrender Fee” includes any fee charged for any surrender or partial surrender, but does not include any sales load charged upon surrender
or partial surrender.

ll. “Exchange Fee” includes the maximum fee charged for any exchange or transfer of account value from the Registrant to another investment
company or from one sub-account of the Registrant to another sub-account or the insurance company’s general account. The Registrant may
include a tabular presentation of the range of exchange fees unless such a presentation would be so lengthy as to encumber the larger table,
in which case the Registrant should only provide a cross-reference to the narrative portion of the prospectus discussing the exchange fee.

12. Ifthe Registrant (or any other party pursuant to an agreement with the Registrant) charges any other transaction fee, add another caption
describing it and list the (maximum) amount or basis on which the fee is deducted.

Separate Account Annual Expenses
13. “Mortality and Expense Risk Fees” may be listed separately on two lines in the table.

14. “Account Fees and Expenses” include all fees and expenses (except sales loads and mortality and expense risk fees) that are deducted
from separate account assets or charged to all contractowner accounts. The Registrant may subdivide the caption into no more than three
subcategories of the Registrant’s choosing, but must also include a total of all “Other Account Fees.”

Portfolio Company Annual Expenses

15. Ifthe Registrant (or any other party pursuant to an agreement with the Registrant) imposes any other recurring charge other than annual
portfolio company total operating expenses, add another caption describing it and list the (maximum) amount or basis on which the charge
is deducted.

Total Annual [Portfolio Company] Operating Expenses

16. “Management Fees” include investment advisory fees (including any component thereof based on the performance of the portfolio
company), any other management fees payable by the portfolio company to the investment advisor or its affiliates, and administrative fees
payable to the investment adviser or its affiliates not included as “Other Expenses.”

17. (a) [faRegistranthas multiple sub-accounts, it should disclose the minimum and maximum “Total Annual [Portfolio Company] Operating
Expenses” for any portfolio company. “Total Annual [Portfolio Company] Operating Expenses” include all expenses that are deducted from
a portfolio company’s assets. The amount of expenses deducted from a portfolio company’s assets are the amounts shown as expenses in the
portfolio company’s statement of operations (including increases resulting from complying with paragraph 2(g) of rule 6-07 of Regulation

7


Privacy notice

At MML Investors Services, LLC ("MMLIS") we recognize that our relationships with you are
based on integrity and trust. As part of that trust relationship, we want you to understand that

in order to provide our products and services to you, we must collect, use and share personal
information about you. This Privacy Notice describes policies and practices about how we
protect, collect and share personal information related to the financial products and services you
receive from us. It also describes how you can limit some of that sharing.

We Protect Your Personal Information By:

* Using security measures that include physical,
electronic and procedural safeguards to protect your

personal information from unauthorized access or use

in accordance with state and federal requirements.

Training employees to safeguard personal informa-
tion and restricting access to personal information

to those employees who need it to perform their

job functions.

* Contractually requiring business partners with whom
we share your personal information to safeguard it
and use it exclusively for the purpose for which it
was shared.

Personal Information We May Collect:
The types of personal information we may collect depends

on the type of product or service you have with us and

may include:

22

* Information that you provide to us on applications or
forms, during conversations with us or our represen-
tatives, or when you visit our website (for example,
your name, address, Social Security number, date of
birth, income, and assets).

* Information about your transactions with us and our
affiliates, including your account balances and trans-
actional history.

* Information from third parties such as consumer or
other reporting agencies or other institutions if you
transfer positions or funds to us.

We May Share All of the Personal Information We Collect, as
Described Above, With:

* Registered representatives who provide our products

and services to you;

Our affiliated companies, such as insurance or

investment companies, insurance agencies or broker-

dealers that market our products and services to you;

* Companies that perform marketing or administrative
services for us;

* Nonaffiliated companies in order to perform standard
business functions on our behalf including those
related to processing transactions you request or
authorize, or maintaining your account;

* Courts and government agencies in response to court
orders or legal investigations;

* Credit bureaus;

* Other financial institutions with whom we may jointly

market products, if permitted in your state; and

In addition, we may share certain of your personal informa-
tion with your registered MMLIS representative, when he

or she leaves MMLIS to join another financial institution
(whom we call a “departing representative”) so that he or she
can continue to work with you at his or her new firm.


Taxes

The advantages of a variable annuity’s tax-deferral feature
are impacted by the tax bracket of the investor. Investors in
lower tax brackets may not have sufficient income to realize
the full advantage of the benefits of a tax-deferral feature.

Variable annuities do not provide any additional tax advan-
tage when used to fund qualified plans such as IRAs, Roth
IRAs, 401(k)s, Roth 401(k)s and 403(b) plans. Thus, if you
are buying a variable annuity to fund a qualified plan, make
sure that you are doing so because you want the annuity’s
additional features such as lifetime income payments and
death benefit protection. Additionally, when a non-qualified
contract is owned by an entity such as (but not limited to) a
corporation, limited liability company or partnership, the
contract will generally not be treated as an annuity for tax
purposes. This means that any gain in the contract will be
taxed each year while the contract is in the accumulation
phase. This treatment is not applied to a contract held by a
trust or other entity for a natural person.

As noted above, if you withdraw earnings from your
contract, such withdrawals will be subject to ordinary
income tax and may be subject to a contingent deferred
surrender charge. If you take the withdrawal prior to age
59%, a 10% federal income tax penalty may apply. Your state
and local government may also impose a premium tax on a
purchase payment. Please ask your registered representative
if this applies in your state. Furthermore, proceeds of most
variable annuities do not receive a “step-up” in cost basis
when the owner dies.* Other types of investments, such as
stocks, bonds and mutual funds, do provide a step-up in cost
basis upon the owner’s death.

Exchanging or replacing a variable annuity

There are circumstances in which replacing your existing
variable annuity contract with another variable annuity
contract can benefit you. In recent years, there have been
new developments in annuity features, especially in variable
annuities, that are valid reasons to consider replacing your
current annuity. For example, the number of investment
options has increased, less expensive variable annuity
contracts have been created, and death and living benefits
have been enhanced.

Generally, however, replacing your variable annuity contract
with another variable annuity contract is not in your best
interest. Replacing your contract can result in additional
sales and surrender charges as well as a lower death benefit.
Ata minimum, a new annuity that you purchase should
provide you with a contract value, death benefit, and fees and
expenses comparable to those in your current contract.

You should ask your registered representative about the
cost of the exchange, any changes to the surrender period
and what new features are offered. Consider whether the
exchange is necessary and whether the benefit is worth the
additional cost. Please note that your registered representa-
tive typically receives compensation if a variable annuity
contract is replaced.

Many issuers offer programs in which you can exchange
your current annuity for another issued by the same
company that offers additional features or benefits, often at
little or no cost to you. You should explore this possibility
with your registered representative.

5 Step-up in basis means the assets are valued at the amount they are worth when the benefactor dies, or at the date on which his or her estate is valued

and not on the date the assets were purchased.
10


Notes:



Sales and surrender charges

As indicated above, most variable annuities have asset-based
surrender charges (also known as contingent deferred sales
charges), Surrender charges may attach at contract issuance
or with each purchase payment. Initial surrender charges can
equal up to 10% of the amount withdrawn or surrendered;
however, these surrender charges typically decline and are
eliminated over time. The surrender charges may also be
waived under certain circumstances such as payment of the

death benefit or upon annuitization.

Although less common, some variable annuities do impose
front-end sales charges rather than surrender charges.

Other annuities may allow for investment in underlying
sub-accounts that have different share classes or that

charge 12b-! fees. In some instances, these contracts may
impose higher overall fees and expenses, or their guarantees
may be limited or shorter than for traditional variable
annuity contracts. You should carefully review with your
registered representative the various charges and other
contract features relating to the annuity contract you are

considering purchasing.

Fees and expenses
Besides surrender charges, variable annuity contract holders
pay fees and expense charges to cover costs for both the

annuity contract and the underlying sub-accounts:

* The mortality risk charge covers the insurance
benefits provided under the annuity contract (such as
the company’s obligation to make annuity payments
after the annuity date regardless of how long you live
and to pay death benefits).

The expense risk charge covers the risk that the
current charges will be insufficient to cover the

actual cost of administering the contract. Typically
the mortality risk charge and the expense risk charge
are combined and are known as the mortality and
expense risk charge or “M&E” charge.

An administrative charge covers the costs of admin-
istering the contract, including preparing and mailing
annual reports and statements, and maintaining
contract records.

Management fces are used to pay the investment
adviser(s) for the underlying funds in which you
invest your money. These fees, often expressed as a
percentage of the fund’s net assets and referred to as
the expense ratio, are charged to pay the fund’s invest-
ment adviser.

Other underlying fund-level expenses cover the costs
for custody and safekeeping of assets, legal expenses
and portfolio transaction fees.

A 12b-1 fee may also be imposed by some underlying
funds for expenses incurred in marketing and distrib-
uting the fund’s shares.

If applicable, there may be charges for special
features or riders, such as higher death benefits, living
or guaranteed minimum income benefits, long-term

care insurance benefits or principal protection.


Exhibit B


Table of contents

2 | About MML Investors Services
4 | Mutual funds

7 | Variable annuities

12 | Unit Investment Trusts (UITs)
13 | Other products

15 | Our policies

17 | Conflicts and compensation
22 | Privacy policy

MML Investors Services is a Broker-Dealer and Registered
Investment Adviser subsidiary of Massachusetts Mutual
Life Insurance Company (MassMutual). MassMutual

is a leading mutual life insurance company, providing

a range of quality products — life insurance, disability
income insurance, long-term care insurance, annuities
and retirement planning products. MassMutual and MML
Investors Services are members of the MassMutual
Financial Group,* which is composed of member
companies with more than $660 billion in assets under
management as of March 31, 2015.'

sMutual Financial Group is a marketing na
e Company (MassMutual) and its affilia

Mutual Life
representatives.

' Assets under management include assets and certain external investment funds managed
by MassMutual subsidiaries, inclu jppenheimerFunds Inc., Babson Capital
Management LLC, Baring Asset Management Limited and Cornerstone Real
Estate Advisers LLC.



Conflicts and compensation

Conflicts

As noted earlier, our services to you are not comprehensive
financial plans (unless we contract specifically to provide
such a plan to you). Accordingly, advice we provide to you
is incidental to your product and will focus on helping you to
satisfy the specific financial needs you have. Our solutions
typically will involve product sales.

We are compensated when we sell products to you. Moreover,
we (and MassMutual) have a variety of recognition, incentive
and other programs that are designed to incent our sales activi-
ties. Although we endeavor to always connect you with the
right investment choice, we do not assume fiduciary respon-
sibility for you. We will, however, conduct our needs analysis
and sales presentations in accordance with all applicable ethi-
cal and regulatory standards.

Compensation from product sponsors: There are thousands
of mutual funds, variable annuities, and variable life insur-
ance contracts available for sale in the United States. Many
of these products are available to clients of MML Investors
Services. Our representatives may have an incentive to
recommend proprietary MassMutual life, annuity, disability
income and long term care products due to their ability to
attain higher compensation levels at our firm.

One of the valuable services performed by MML Investors
Services and its registered representatives is evaluating mutual
funds, variable annuities, and variable life insurance contracts.
Our registered representatives assist clients in selecting
products that meet their needs. We generally focus on a select
group of some of the largest and most well-known mutual
fund families and variable life and annuity issuers. These
product sponsors share our commitment to service, long-term
investment objectives and long-term performance.

MML Investors Services receives cash payments from various
mutual funds (or their affiliates) and variable life and annuity
issuers (or their affiliates), and other entities, such as clearing
firms. These cash payments (known as “revenue sharing
payments” and/or “networking fee income”) are in addition

to any sales charges, Rule 12b-1 payments and service fees
disclosed in the prospectus. We use such payments to conduct
training schools and other meetings and conferences for

our registered representatives, to subsidize processing and
administrative charges, and to pay for marketing and other
general expenses. Generally, product sponsors making
revenue-sharing payments to us have greater access to our
registered representatives to provide training and other educa-
tional presentations so that our registered representatives can
serve their clients better. From time to time, approved product
sponsors may offer to pay for a representative’s travel, lodging
and other expenses in connection with their attendance at an
educational, due diligence or similar business meeting.

Product sponsors make revenue-sharing payments to MML_
Investors Services based on our prior or our anticipated sales
of their products, or as a fixed contribution toward a particular
event that we are sponsoring.

During 2014, the amount of revenue sharing provided to
MML Investors Services from all product sponsors was
approximately 2% of our total revenue for that year. The
amount of revenue sharing paid to MML Investors Services
in 2014 ranged from $95 to $2,480,000. Firms paying
revenue sharing in excess of $100,000 to us were American
Funds, OppenheimerFunds, Jackson National, Lincoln
National, and National Financial Services.
Payments were received, or are expected to be received, from
each of the following sponsors:
« Mutual fund sponsors: American Funds, Fidelity
Advisors, Franklin Templeton, Hartford Funds,
Lord Abbett, OppenheimerFunds, Pacific Life,
PIMCO, and Putnam.
¢ Variable annuities sponsors: Jackson National,
Lincoln Financial, Nationwide, Pacific Life
and Prudential.
* Clearing firms/Other: ADP, Advisors Asset
Management, Moors & Cabot, and National
Financial Services.


We also receive compensation payments in connection with
our investment advisory programs. These arrangements are
described in MML Investors Services’ Part 2A of Form ADV.
Please ask your registered representative for assistance in
obtaining this document for more information. Investment
advisers and other firms, including program managers,
sub-managers or model providers, of certain asset manager
programs, may also make separate contributions to and/or
participate in MML Investors Services conferences and/or
training meetings, including conferences or training meetings

attended by investment adviser representatives ([A-Reps).

In 2014, payments were received from each of the following
firms: BNY Mellon Wealth Management, Brinker Capital,
Clark Capital, Curian Capital, Envestnet Asset Management,
LMCG (formerly Lee Munder Capital Group), Morningstar
Investment Services, and Symmetry. The amount of such
fixed contributions paid to MML Investors Services, ranged
from $15,000 to $85,000. No firms contributed in excess

of $100,000.

Networking fees: In addition to revenue-sharing fees paid

to us by our mutual fund partners, MML Investors Services
also receives networking fees from some of these same firms.
Networking fees are paid to allow for account-level informa-
tion to be exchanged and reconciled between the fund and the
broker-dealer.

During 2014, MML Investors Services received network-
ing fee income ranging from $4,800 to $304,000 from the
following sponsors: American Funds, Franklin Templeton,
and DWS Investments.

Compensation and benefits: MML Investors Services’
commission schedule for calculating the compensation paid to
our registered representatives treats all mutual funds the same.
That is, a registered representative’s payout percentage for
mutual funds does not vary by product. Registered representa-
tives are, however, able to achieve the highest payout percent-
ages on that commission schedule only if they earn a minimum,
specified amount of commissions from MassMutual with
respect to their sales of MassMutual insurance products.

For sales of variable life insurance and variable annuity prod-
ucts issued by MassMutual, registered representatives receive
commissions, allowances, and in some cases, certain bonus
and/or fringe benefits from MassMutual. Registered represen-
tatives may also receive allowances related to the retention of
MassMutual variable annuity business. For sales of variable
life insurance and variable annuity products not issued by
MassMutual, our registered representatives receive commis-
sions from MML Investors Services, and for certain products
may receive a bonus based on aggregate sales in that product.

In some instances, when your registered representative sells
non-proprietary insurance products they may receive higher
cash compensation than when they sell insurance products
issued by MassMutual or its affiliates.

Tf your registered representative sells you a MassMutual IRA,
please note that MassMutual pays certain transaction

charges that would typically be assessed against your
registered representative.

MassMutual recognition: In determining the continuation of
their career agent contracts and the amount of their allowance
payments on some MassMutual products (including variable
annuities and variable life insurance products), MassMutual
gives higher credit to registered representatives of MML_
Investors Services who are also career agents of MassMutual
for selling MassMutual variable life insurance and variable
annuity products than it gives for selling other variable prod-
ucts that are not affiliated with MassMutual.

Other: MML Investors Services serves as an underwriter for
variable life and annuity products issued by MassMutual,

and its affiliated insurance companies, that are sold by our
registered representatives. MML Investors Services receives
payments from MassMutual, and its affiliated insurance
companies, for the services we provide as an underwriter.
Also, from time to time, MML Investors Services and.
MassMutual sponsor sales contests for our registered repre-
sentatives. All mutual funds and variable life and annuities are,
however, given equal credit and equal weight in such contests.


Letter of Intent (LOI): If you can’t immediately invest

the minimum amount necessary to trigger a breakpoint
discount, but you are planning to make additional invest-
ments in the near future, you might still be able to obtain a
reduced sales charge by using an LOI. An LOJis a statement
that you sign that expresses your intent to invest a specified
amount in that fund within a given period of time. Many
fund companies permit you to include purchases completed
within 90 days before the LOI is signed, and within 13
months after the LOI is signed, toward the dollar amount of
the breakpoint threshold. If you expect to invest regularly in
a fund with a front-end sales load, it’s worth finding out if an
LOI can help you qualify for a reduced sales charge. Please
be advised that if you do not invest the amount stated in
your LOI, the fund can retroactively collect the higher sales
charge on your purchase.

Family discounts: In the case of either ROAs or LOIs, you
can usually obtain credit toward your discounts for mutual
fund holdings in other related accounts, in different mutual
fund classes, or in different mutual funds that are part of the
same fund family. For example, a fund may allow you to get
a breakpoint discount by combining your fund purchases
with those of your spouse or children. You also may be

able to obtain credit for mutual fund holdings in retirement
accounts, educational savings accounts, or accounts held at

other brokerage firms.

Each mutual fund and family of funds sets its own break-
points and the conditions through which discounts are avail-
able. These terms and conditions can differ from one fund to
another, and they also can change. You can find information
on breakpoints in the mutual fund prospectuses or SAI on
many mutual fund company websites.

Before buying a mutual fund, review your account statements
and those of your family to see if any existing holdings can

be combined to obtain a breakpoint discount. You may have
related mutual fund holdings in accounts at other brokerage
firms or with the mutual fund company itself that can help
you reach a breakpoint discount. Be sure that you tell your
registered representative about all of your mutual fund hold-
ings and those of your family, including holdings at other
broker-dealers or with the mutual fund itself. Also tell your
registered representative about any plans you may have for
making any additional purchases. With this information, your
registered representative can make sure you get all available
breakpoint discounts.

Other considerations: In addition to the fees and expenses
related to share class, you may incur other fees and expenses,
such as recordkeeping, administrative and/or maintenance, on
your accounts. You should review the descriptive material and
any other disclosure documents from the account custodian
under consideration in addition to any disclosure documents
from the mutual fund vendor. Your registered representative
will help you determine the best share class for your situation
and may use the Mutual Fund Expense Analyzer available
online from FINRA at http://apps.finra.org/fundanalyzer/
1/fa.aspx. Your registered representative may also gather
information on a Breakpoint Worksheet to help identify the
most appropriate share class for your situation.

More information on mutual funds and mutual fund share
classes is available on FINRA’s website at http://www.
finra.org/InvestorInformation/InvestorProtection/
InvestorAlerts/index.htm. The Securities and Exchange
Commission (SEC) also offers investor information on the
subject at www.sec.gov/answers/mfclass.htm.


retirement investors are most often well served by financial advisers, providing services
under existing arrangements and regulations, provides an appropriate and adequate basis
for permitting those arrangements to continue until they are no longer useful to the
investor.

9. Inadvertent, immaterial or de minimis errors in following all the terms of the Best Interest
Contract Exemption should not result in loss of relief, provided that the error is promptly
self-corrected upon identification. In the preamble, the Department suggests that would
be the case for at least certain conditions.” Given the complexity of the exemption and its
conditions, that approach should universally be the case, and should be stated in the
exemption so it is binding in all the various forums — in addition to the Department,
federal court, state court, arbitrations, and the Internal Revenue Service — where
compliance with the exemption might be contested under the Proposal. The purpose of
the Proposal is not to extract remedies from Financial Institutions; it is to obtain in day-
to-day operation the substantive results the Department seeks for plan participants and
IRA owners, which a self-correction mechanism would facilitate.

e The following is an example of language that could be added to the Best Interest
Contract Exemption on this point: Any error in complying with one or more
conditions of this exemption that is (i) inadvertent, (ii) insignificant, or (iii) due to
reasonable cause and not willful neglect will not result in a loss of this exemption
or an actionable violation of any duty to Retirement Investors under Section 406
or this exemption, provided that such error is corrected reasonably promptly upon
discovery.

10. The status of an insurance company when its agent is acting as a fiduciary requires
clarification under the Proposal. First, the Best Interest Contract Exemption should be
clarified to provide that an insurance company is not a Financial Institution that “employs
... or otherwise retains” a registered representative of a broker-dealer simply because the
insurance company appoints the registered representative as an agent. Under state law,
insurance companies are required to “appoint” agents that offer their annuities and other
insurance products. This appointment is required even in cases where the agent is not
otherwise affiliated with the insurance company and is a registered representative of a
broker-dealer that is solely responsible for supervising the representative’s sales activities
(c.g., for the sales of variable annuities). The insurance company is not a party to any
“investment advice” provided by the agent. The insurance company is the product
manufacturer; the agent provides any “advice” as a representative of the broker-dealer,
Thus, an insurance company should not be a Financial Institution under the exemption
merely because its appointed agent is providing advice.

For the same reason, under the “investment advice fiduciary” definition itself, any
fiduciary status of the agent should not be attributed to the insurance company merely
because of the appointment. The insurance company should become a fiduciary only if it
is itself “directly” involved in the provision of the advice.

* Id. at 21970.




Important Privacy Choices

MMLIS respects your privacy choices. If you prefer that we
do not share your personal information about your accounts
held with us with your departing representative, you can
opt out of such sharing, that is, you may direct us not to do
so. If you wish to opt-out of the sharing of your personal
information with your departing representative, you may:

* Callus at (800) 272-2216

You may make this privacy choice and contact us at any
time, however, if we do not hear from you we may share
your information with your departing representative as
described above. If this is a joint account, if one joint owner
tells us not to share information, that choice will apply to
the other owner or owners. If you have already told us your
choice, there is no need to do so again.

Other than as described above, we will only share your

personal information as permitted by law and, if the law
requires us to obtain your consent or give you the opportu-
nity to opt out of some types of sharing, we will do so before
sharing the information.

For California and Vermont residents, we will not share your
personal information with your departing representative
unless we receive your express consent.

Tf you are no longer our customer, we may continue to
share your personal information as described in this
Privacy Notice.

If you have any questions or concerns about this Privacy
Notice, please contact us at (800) 272-2216

MassMutual Financial Group is a marketing name for Massachusetts Mutual Life Insurance Company (MassMutual) and its affiliated companies

and sales representatives.

23


If you elect a Guaranteed Minimum Accumulation Benefit (“GMAB”), we will deduct an additional charge from your
Contract Value. The charge for a GMAB is in addition to other standard Contract fees and expenses you are assessed. The
maximum annual charge for each GMAB is set forth in the table below.

You may only elect a GMAB at the time you apply for a Contract. You may cancel your GMAB at any time. Any such
cancellation will be effective when your request is received in Good Order at our Service Center. If the GMAB is terminated

for any reason, a pro-rated charge will be deducted at the time of termination.

When Charge is Current Maximum
Charges for Additional Features Deducted (annual rate) (annual rate)
GMAB: 12-Year Benefit Quarterly 1.40% of the 2.50% of the
GMAB Amount ! GMAB Amount !
GMAB: 20-Year Benefit Quarterly 1.40% of the 2.50% of the
GMAB Charge Base ? GMAB Charge Base ?

1 “GMAB Amount” refers to the minimum Contract Value guaranteed at the end of the benefit period. The GMAB Amount will be recalculated after a reset.
See “GMAB Amount" and “The Reset Option.”

2 “GMAB Charge Base” refers to the total Purchase Payments made during the Ist Contract Year, adjusted by any withdrawals during the benefit period.
See “GMAB Charge" under “20-Year Benefit.”

Generally, the current charge for each GMAB will change based on current economic conditions, including interest rates and
equity market volatility. We determine, at our sole discretion, whether a change in the current charges will occur, subject to the
maximum charges in the table above. This pricing structure is intended to help us provide the guarantees under the additional
features.

Annual Fund Operating Expenses

While you own the Contract, if your assets are invested in any of the Sub-Accounts, you will be subject to the fees and
expenses charged by the Fund in which that Sub-Account invests. The table below shows the minimum and maximum total
operating expenses charged by any of the Funds, expressed as a percentage of average net assets, for the year ended
December 31, 2014 (before any waivers or reimbursements). Current and future expenses may be higher or lower than those
shown. More detail concerning each Fund’s fees and expenses that you may periodically be charged during the time that you
own the Contract is contained in each Fund prospectus.

Charge Minimum Maximum
Total Annual Fund Operating Expenses that are deducted from fund assets, 0.51% 1.85%

including management fees, distribution, and/or 12b-1 fees, and other expenses.

The Fund expenses used to prepare this table were provided to us by the Funds, We have not independently verified such information.

The information above describes the fees and expenses you pay related to the Contract. For information on compensation we
may receive from the Funds and their adviser and sub-advisers, see “Compensation We Receive from Funds, Advisers and
Sub-Advisers.” For information on compensation we pay to broker-dealers selling the Contract, see “Distribution.”


L-Share

Current Expenses ‘Maximum Expenses
Years 1 3 5 10 1 3 5 10
If you withdraw all of your Contract Value at the
end of each year shown
Highest total fund operating expenses $1,235 $2,433 $2,986 $5,781 | $1,235 $2,433 $2,986 $5,781
Lowest total fund operating expenses $1,101 $2,044 $2,360 $4,633 | $1,101 $2,044 $2,360 $4,633
If you do not withdraw any of your Contract
Value at the end of each year shown
Highest total fund operating expenses $ 605 $1,803 $2,986 $5,781 | $ 605 $1,803 $2,986 $5,781
Lowest total fund operating expenses S471 Si4l4 $2,360 $4,633 | $ 471 $1414 $2,360 $4,633
If you decide to begin the Annuity Phase at the end
of each year shown
Highest total fund operating expenses NA N/A $2,986 $5,781 | N/A N/A __ $2,986 $5,781
Lowest total fund operating expenses NA _N/A_ $2,360 $4,633 | N/A N/A __ $2,360 _ $4,633

We estimate that the Annual Contract Maintenance Charge under the current expenses would be $40 or, as percentage, 0.05%. We estimate that the Annual
Contract Maintenance Charge under the maximum expenses would be $40 or, as percentage, 0.05%.

Examples Using Current and Maximum Expenses (12-Year GMAB Elected)
These Examples assume that you either:

* withdraw all your Contract Value at the end of each year shown,

* do not withdraw any of your Contract Value at the end of each year shown, or

* that you decide to apply your entire Contract Value to an Annuity Option at the end of each year shown and no
Contingent Deferred Sales Charge is applied. Note the Annuity Phase is not available until five years after the Contract
Issue Date unless state law requires a shorter period.

The Examples also assume:

that you purchase either a B-Share or L-Share Contract,

that you elected the GMAB with the 12-Year Benefit and do not reset,

that the current charge for the 12-Year GMAB is equal to the maximum charge,

that you invested $10,000 in the Contract for the time periods indicated,

that you allocated Contract Value to a Sub-Account that has a 5% return each year,

that you selected one of two Sub-Accounts—the one that invests in the Fund with the highest total operating expenses,
or the one that invests in the Fund with the lowest total operating expenses,

that you made no transfers, and

* that no Premium Taxes apply.

Based on the above assumptions, your costs would be as shown in the following tables. Your actual costs may be higher or lower.

B-Share
Current Expenses Maximum Expenses

Years 1 3 5 10 1 3 5 10
If you withdraw all of your Contract Value at the
end of each year shown
Highest total fund operating expenses $1,200 $2,332 $3,276 $5,592 | $1,200 $2,332 $3,276 $5,592
Lowest total fund operating expenses $1,066 $1,941 $2,641 $4,416 | $1,066 $1,941 $2,641 $4,416
If you do not withdraw any of your Contract
Value at the end of each year shown
Highest total fund operating expenses $ 570 $1,702 $2,826 $5,592 | $ 570 $1,702 $2,826 _ $5,592
Lowest total fund operating expenses $ 436 S131] $2,191 $4,416 | $ 436 $1,311 $2,191 $4,416
If you decide to begin the Annuity Phase at the end
of each year shown
Highest total fund operating expenses N/A N/A $2,826 $5,592 | N/A N/A __ $2,826 $5,592
Lowest total fund operating expenses NA N/A $2,191 $4,416 | N/A N/A $2,191 $4,416

We estimate that the Annual Contract Maintenance Charge under the current expenses would be $40 or, as percentage, 0.05%, We estimate that the Annual
Contract Maintenance Charge under the maximum expenses would be $40 or, as percentage, 0.05%.

12



details the fee disclosures that must be made with respect to all separate accounts
offered through variable annuity contracts which are registered under the
Investment Company Act of 1940 as unit investment trusts. This information is
provided to retirement investors in connection with each variable annuity sale
through a prospectus. While not identical to the Department’s proposed
disclosure, they are similar and require disclosure of transaction expenses, on-
going expenses and surrender fees. Since this information is already produced to
comply with the requirements of Form N-4, the cost of leveraging this
information to create disclosures for retirement investors would be significantly
lower than the cost of creating a new disclosure regime under the Proposal.

We have attached as Exhibit B Item 3 of SEC Form N-4 and the relevant sections
of the prospectus for a MassMutual variable annuity. As you can see from the
example, our variable annuity prospectus contains fee tables (see pages 9 — 14)
that disclose (i) the current and maximum guaranteed charge for all contract
transaction expenses and recurring charges; (ii) the contingent deferred sales
charge schedule; and (iii) the range of total operating expenses for the underlying
funds offered in the contract. In addition, the variable annuity prospectus contains
numerical examples showing in dollars per $10,000 what a hypothetical contract
owner would pay for the current and maximum fees and expenses charged by any
of the funds over one-, three-, five-, and 10-year periods.

e Asa follow-up to a suggestion we made during our meeting that firms should be
allowed to leverage existing disclosures that identify conflicts of interest at the
point of sale, we have attached as Exhibit C an informational guide provided to all
broker-dealer clients of our subsidiary, MML Investors Services, LLC. This
guide provides information on MML Investors Services’ conflicts of interest, as
well as information about the products and services it offers, compensation and
fees.

6. The definition of Assets should be eliminated or at least modified to ensure that the Best
Interest Contract Exemption is available for services, such as a recommendation to roll
assets out of a retirement plan, a recommendation of an investment manager or a
recommendation of the firm’s own advisory services.

7. Eliminate the separate requirements applicable to Financial Institutions that offer
proprietary products and/or a limited range of products. Since all advice must be in the
retirement investor’s best interest, these additional requirements are not necessary, add
confusion and disadvantage proprietary product offerings.

8. The exemption for pre-existing transactions should provide a full grandfather of existing
arrangements that were entered into in compliance with existing regulations, There is no
reasonable prospect that existing arrangements can be readily retrofitted to comply with
the Best Interest Contract Exemption. In these circumstances, the rule should be
applicable only to new investments purchased or new agreements (in form or in
substance) entered into after the applicability date. And the Department’s finding that


Policies and controls

We pride ourselves on the professionalism and competency
of our associates and registered representatives. Customers
can obtain information on registered representatives from
FINRA through FINRA BrokerCheck, an online tool used to
check the background of investment professionals. For addi-
tional information on BrokerCheck or FINRA, including

an investor brochure which contains information describing
BrokerCheck, call the FINRA BrokerCheck Hotline at (800)
289-9999 or access FINRA’s website at www.finra.org. Like
most reputable financial services organizations, however, we
have instituted a variety of supervisory controls, policies and
procedures to provide additional protections for our clients.

As part of these policies, MML Investors Services does not
allow your registered representative to:
* Accept cash;
* Accept a personal check from you made payable to
him or her or an entity owned by him/her;
° Deposit your personal funds into his or her
personal account;
* Maintain custody or possession of your
personal property;
* Place trades on a discretionary basis;
* Borrow money from you; or
* Guarantee the performance of the security or product
you have purchased.

If your registered representative suggests any of these
activities, please contact us immediately at (800) 542-6767.

Please be advised that if you are associated with a FINRA
member firm and have disclosed your relationship to

MML Investors Services, we are required to notify your
firm in writing of your intention to open or maintain

such an account. Upon written request from your firm,
MML Investors Services will transmit duplicate copies of
confirmations, statements, or other information with respect

to your account(s) to their attention.

In completing your account opening documents, you
provided us with — among other information — your invest-
ment objectives and risk tolerance, and information to
verify your identity. If any of the information you provide
changes, please notify us at the address located at the end

of the brochure.



Mutual funds

There are two aspects of mutual funds that we believe
merit your special attention: share classes and sales charge
breakpoints. Each of these items has a direct impact on the
costs you will incur in purchasing and owning your mutual
fund(s). Please review this information carefully, and make
sure that you understand how these items relate to your
particular fund(s).

Share classes

A mutual fund may offer more than one “class” of its shares
to investors. There are three major classes — Class A, Class
Band Class C shares. Each class has different fees, and
sales and expense charges. Please also ask your registered
representative about any other share classes you may be
interested in.

Class A shares: Class A shares typically have a front-end
sales charge, meaning a portion of the dollars you pay to
purchase the shares is used to pay a sales charge at the time
of purchase. Front-end sales charges are one-time events.
Class A shares may also impose an asset-based sales charge,
though it is generally lower than the asset-based sales charge
imposed by the other share classes.

A Class A mutual fund may offer you discounts, called
breakpoints, on the front-end sales charge if you:
* Make a large purchase;
* Already hold other mutual funds offered by the same
fund family; and/or

* Commit to regularly purchasing more shares.

More detail is provided in the Breakpoints section on
pages 5 and 6.

Class B shares: Class B shares typically do not have a
front-end sales charge, so the full dollar amount that you
pay is immediately invested. They do have asset-based sales
charges that may be higher over time than the total charges
that you would incur if you purchased Class A shares.
Class B shares also typically have contingent deferred sales
charges (CDSC), which you pay when you sell your shares
during the CDSC period. The CDSC usually declines over
time. Once the CDSC is eliminated, Class B shares may
“convert” into Class A shares. When they convert, you will
begin to be charged the same asset-based sales and expense
charges as with Class A shares. Class B shares may be
suitable for longer-term investors with smaller amounts of
money to invest.

Class C shares: Class C shares usually do not have a front-
end sales charge, so the full dollar amount that you pay is
immediately invested. Class C shares often impose a CDSC if
you sell your shares within a short time of purchase, usually
one year. Class C shares typically have higher asset-based
sales charges than Class A shares, and in some cases, Class B
shares. Since these shares generally do not convert into Class
A shares, their asset-based sales charge will not be reduced
over time. Class C shares may be suitable for investors with a
shorter investment time horizon.

Retirement Plan Share classes: Some mutual fund compa-
nies offer a class of shares that are collectively known as
“Retirement Plan Shares.” While there is no standard letter-
ing for these shares, they are typically called R or N shares.
These shares generally feature lower operating expenses
than A, B or C classes of shares, and thus the Retirement
Plan Shares are particularly attractive to sponsors of quali-
fied retirement plans, such as 457 plans, 401 (k) plans, 403(b)
plans, profit sharing and money purchase pension plans and
defined benefit plans. These shares typically do not charge a
front-end sales charge and typically do not assess a CDSC.


1. Modify the Best Interest Standard to simply and clearly require that the client’s interests
are put ahead of the adviser’s interests. This would be consistent with the Department’s
intent stated in the preamble, while eliminating the problem created by using the “without
regard” phrase; we share with others the concern that the “without regard” language
might be misinterpreted to disallow any transaction-based compensation. Additionally,
the Best Interest Standard must clearly provide that the sale of proprietary products and
the use of differential compensation do not preclude the Best Interest Standard from
being met. Once again, we believe these changes are consistent with the Department’s
stated intent that the exemptions permit the sale of proprietary products and preserve
common forms of commission payments.!

2. Allow the written contract to be provided prior to the execution of the recommendation
rather than before a recommendation is even made, and allow the contract to be
unilateral. This change makes the contract requirement more feasible to administer
without diminishing in any way the protections afforded by the contract with respect to
the recommendation that has been made.

3. Eliminate the warranties. The written contract unequivocally provides retirement
investors the right to bring an action against an adviser in cases where the retirement
investor does not believe the adviser made a recommendation in the investor's best
interest. The warranties only serve to create significant and prohibitive litigation risk that
makes the Best Interest Contract Exemption unusable.

4. To ensure that the elimination of the warranties does not undermine the Department’s
goal of mitigating conflicts of interests, we have proposed adding a stand-alone
requirement that financial institutions relying on the Best Interest Contract Exemption
adopt policies and procedures designed to ensure compliance. In our meeting and at the
public hearing, the Department requested an example of such compliance procedures.
While we do not believe it is possible or desirable for the Department to prescribe a one
size fits all program given the diversity of the retirement industry, we have included in
Exhibit A an outline of what we believe could be the essential elements for an effective
compliance program.

5. Simplify and streamline the disclosure requirements to ensure that retirement investors
receive clear and meaningful information. Not only does the current proposal fail in this
regard, but it would also take each financial institution multiple years and millions of
dollars to build the systems necessary to create the required disclosures and website, costs
that are ultimately borne by the investors the disclosures were designed to help. To
ameliorate this problem, the Department should look to leverage information financial
institutions are already required to provide under existing disclosure regimes.

e Inour meeting, the Department requested an example of existing fee disclosures
for variable annuities. Item 3 of Securities and Exchange Commission Form N-4

' See, e.g., Preamble to Proposed Best Interest Contract Exemption, 80 Fed. Reg. 21960, 21966, 21975 (April 20,
2015).


MassMutual. We'll help you getthere.®

Inquiries regarding all matters, including any complaints you may have, should be directed to us at (800) 542-6767 or 1295 State Street, Springfield, MA
01111-0001.

You may also contact FINRA at www.finra.org or by calling (800) 289-9999 or (301) 590-6500 if you would like to obtain an investor brochure that includes
information about FINRAs Public Disclosure Program or to register a complaint.


Unit Investment Trusts (UITs)

A Unit Investment Trust (UIT) is an investment vehicle
registered under the Investment Company Act of 1940 which
consists of a fixed portfolio of securities that are sold via
units consisting of an interest in that portfolio. There is a
sales charge for purchases but there is no management fee
because the portfolio is not actively managed and may be
changed only in unusual circumstances. The principal differ-
ence between a unit trust and a mutual fund is that unit trusts
generally hold a known portfolio which is purchased when
the fund is started.

Price Breaks

UITs are formed by investment companies that offer
redeemable shares, or units, of a generally fixed portfolio

of securities in a one-time public offering and terminate on

a specified date. Like mutual funds, many UITs that charge
initial sales charges offer discounts in the sales charge based
on the dollar amount or number of units of the investment,
although in the context of UITs such discounts generally are
called price breaks rather than breakpoints. For example, a
UIT may charge an initial sales charge of 1.00 percent for
purchases of less than 50,000 units; reduce the charge to 0.75
percent for purchases of at least 50,000 but less than 100,000
units; reduce it again to 0.25 percent for purchases of at least
100,000 but no more than 250,000 units; and eliminate it
entirely for purchases of more than 250,000 units. As in the
case of mutual fund shares, investors may be eligible for
discounts based on a single transaction. The price discounts
are generally for purchases made by the same person on any
one day from any one dealer, Same-day immediate family
member purchases are often aggregated for price breaks.

There may also be limited rights of accumulation, depending
on the terms and conditions set forth in the prospectus.

Reinvestment Option

At maturity, investors will generally have the option of
reinvesting their proceeds into a new UIT at a reduced sales
charge. In connection with the termination of certain UITs,
investors have the option to “rollover” their holdings into
anew trust, generally in the next series, if available. Please
talk to your registered representative if you are interested in
rollover options. There may be tax consequences associated
with rolling an investment from one series to the next. The
rollover option may be subject to suspension, modification
or termination by the issuer. Please tell your registered repre-
sentative about potentially eligible shares.

The Securities and Exchange Commission (SEC) also
offers investor information on the subject at
http://www.sec.gov/answers/uit.htm.

Sample UIT Sales Charge Price Break Sc!

ur
Less than 50,000 units

100,000 but less than 250,000 units

250,000 units or more

7 This is only a sample price break schedule. Please refer to the UIT
prospectus for your product's specific price break schedule.


Disclosures for Covered Retirement Plans

This disclosure provides you, the responsible plan fiduciary’ for a “covered
plan” (as defined in DOL Regulation Section 2550.408b-2{c)), with
information regarding the services MML Investors Services and our
registered representatives provide and the compensation we reasonably
expect to receive related to your retirement plan under DOL Regulation
section 2550.408b-2(c).

Services: We provide the following services:

© — Sell securities, insurance and other brokerage products in our
capacity as a registered broker-dealer for the investment of
plan assets.

¢ — Upon your request, provide you with general research, financial
information and data, in the course of our business as a broker-dealer,
to assist you in your selection and monitoring of the plan's
investments, provided that the selection and monitoring of
investments and the removal and replacement of investments is
solely your responsibility.

© — Upon your request, provide you with general research, financial
information and data, in the course of our business as a
broker-dealer, to assist you in your selection of product sponsors,
provided that the selection and/or replacement of product sponsors
is solely your responsibility.

© — Upon your request, meet with employees to provide enrollment
services and financial education, including explaining the terms and
operation of the plan.

Compensation: We receive commissions in connection with the services
described above. MML Investors Services has entered into sales/
distribution agreements with product sponsor(s) (product sponsor refers to
the insurance company, mutual fund company, or clearing broker-dealer
that provides your retirement plan) and receives commissions from the
product sponsors under such arrangements for selling products and
providing services described above to your retirement plan. The formula for
determining the amount of those commissions, the manner of payment,
and the payer of the commissions, is described in either {i} the commission
disclosure/authorization form or other documentation you previously
executed (or will execute) with the product sponsor, {ii) the prospectus or
other disclosure documents provided by the product sponsor (typically in
sections titled “Payments to Broker-Dealers”, “Sales Charges”, “Share
Class”, "12b-1 Fees” or something similar), or (iii) the trade confirmation
you receive. The prospectus or other disclosure documents from the
product sponsor also include information regarding the annual operating
expense of the products {e.g., expense ratios). The product sponsor and
other services providers may provide additional disclosures under DOL
Regulation section 2550.408b-2{c) to which you should refer.

We pay a portion of the compensation we receive as a commission to our
registered representative(s). Our registered representative is responsible
for representing us in delivery of the services described above. We
anticipate paying registered representative between 40% and 82.5%
(based on annual sales production) of the commissions we receive in
connection with services provided to your plan. We anticipate paying the
supervisors who are responsible for supervising the registered
representative between 8.75% and 30% (based on annual sales
production of the registered representative) of the commissions we receive
in connection with services provided to your plan. (For insurance products
offered by Massachusetts Mutual Life Insurance Company and its
insurance company affiliates ("MassMutual"), MassMutual pays

commission to our registered representatives (on behalf of MML Investors
Services}, an override payment to the supervisors who are responsible for
supervising the registered representative and a fee to MML Investors
Services for providing services under our distribution agreement.) The
feceipt of commissions counts towards the registered representative
qualifying for awards and trips offered by us, and in certain cases, awards,
trips, productivity bonuses, recognition items and other fringe benefits
(such as health and retirement benefits) offered by MassMutual.

In addition, registered representatives may receive business
entertainment from third parties, such as product sponsors, including
occasional meals or accasionally attending sporting events or comparable
entertainment. Product sponsors may also (i) pay expenses associated
with registered representative's travel expenses for educational, due
diligence or similar business meetings; (ii) assist in covering the cost of
marketing and sales events organized by the registered representative;
and (iii) provide business courtesies, such as merchandise, to the
registered representative.

Product sponsors may also pay additional compensation, sometimes
referred to as bonus or supplemental compensation, to MML Investors
Services based on calculations determined by the product sponsors.
MML Investors Services has such arrangements with Great West
Financial, MetLife, and Principal Financial Group. If your plan will
utilize products from one of these product sponsors, please refer to
pages 2-4 of our Revenue Disclosure statement which can be found

at www.massmutual.com/mmfg/pdf/fee-disclosure.pdf for a
description of the additional compensation we receive.

As described in the section of this brochure titled “Conflicts and
compensation”, MML Investors Services has arrangements to receive
additional compensation from the following product sponsors: American
Funds, Fidelity Advisor Funds, Franklin Templeton, Lord Abbett, PIMCO,
Putnam, Jackson National, Nationwide, Prudential, ADP and National
Financial Services. We use such payments to conduct training schools and
other meetings and conferences for our registered representatives, to
subsidize processing and administrative charges, and to pay for marketing
and other general expenses. Generally, product sponsors making such
payments have greater access to our registered representatives to provide
training and other educational presentations so that our registered
representatives can serve their clients better. If your plan will utilize
products from any of those product sponsors, please refer to our revenue
sharing disclosure statement which can be found at
Wwww.massmutual.com/mmfg/pdffee-disclosure.pdf for

a description of the additional compensation we receive from the

product sponsor.

If you have any questions about this notice or if you need additional
information related to the services we provide or the compensation we
receive, please contact your registered representative or MML Investors
Services at 1-800-542-6767.

' This notice is intended for the responsible plan fiduciary — the person who has authority to engage us as the broker-dealer. If you are not the responsible
plan fiduciary, please share this with the appropriate individual and notify us at 1-800-542-6767.

2


Variable annuities

Variable annuities are insurance contracts that offer both
insurance features and investment options. They combine
tax-deferred growth of earnings with income and capital
appreciation potential by investing in professionally
managed investment choices. They can also guarantee
aretirement income you cannot outlive and, usually, a
probate-free death benefit at least equal to your investment.
(Guarantees are contingent upon the claims-paying ability
of the issuing company or companies.)

Generally, variable annuities have two phases: accumula-
tion and payout. During accumulation, variable annuities
allow an investor, dependent upon the particular contract, to
allocate premium to a wide array of underlying sub-accounts
which may invest in stocks, bonds, money markets and
other securities, similar to mutual funds. The account value
of the annuity reflects the gains or losses of the selected
sub-accounts, Because they are insurance contracts, variable
annuities also offer a number of insurance features includ-
ing basic and enhanced death benefits, and living benefits.
During payout, the investor chooses among various options
for receiving money such as a lump sum, periodic payment,
“annuitization” or other payment options that can provide
income for life or other guaranteed periods on a variable and/
or fixed basis.

There are several aspects of variable annuities that we
believe merit your special attention. Many of these items
have a direct impact on the costs you will incur in purchasing
and owning your variable annuity. Others pertain to how
your variable annuity will perform. All of these matters are
discussed in this section.

Please review this information carefully in conjunction with
the information provided in the prospectus and make sure
that you understand how these items relate to your particular
variable annuity. You should discuss with your registered
representative whether purchasing a variable annuity is the
right decision for you in light of your specific situation,
taking into consideration your investment time horizon, your
risk tolerance, your ongoing needs for liquidity and your
ability to meet your other financial obligations. You should
also note that in some cases you will be contacted by your
registered representative's supervisor to verify your under-
standing of the annuity you have purchased and its suitability
for your situation.

If you are an older individual, are in or nearing retirement,
are in a low tax bracket, or are considering replacing an
existing insurance or securities product to buy a variable
annuity, you need to pay special attention to whether the
variable annuity is appropriate given that variable annui-
ties are generally long-term financial commitments with
potential market fluctuation and associated charges. You and
your tax adviser should determine whether you are in a tax
bracket that justifies the need for tax deferral. You may also
consider asking another adviser for assistance in reviewing
the variable annuity you are considering.

Variable annuities combine tax-deferred
growth of earnings with the income and
capital appreciation potential of investing in
professionally managed investment choices.


(d) For any breakpoint in any fee, assume that the amount of the Registrant’s (and the portfolio company’s) assets remains constant as
of the level at the end of the most recently completed fiscal year;

(e) Assume no exchanges or other transactions;

(f) Reflect any [annual] contract fee by dividing the total amount of [annual] contract fees collected during the year that are attributable
to the contract offered by the prospectus by the total average net assets that are attributable to the contract offered by the prospectus. Add the
resulting percentage to “Separate Account Annual Expenses,” and assume that it remains the same in each year of the I-, 3-, 5-, and 10-year
periods;

(g) Reflect any contingent deferred sales load by assuming a complete surrender on the last day of the year;

(h) Provide the information required in the third section of the Example only if a sales load or other fee is charged upon a complete
surrender; and

(i) Include in the Example the information provided by the caption “If you annuitize at the end of the applicable time period” only if
the Registrant charges fees upon annuitization that are different from those charged upon surrender.

22. New Registrants. For purposes of this Item, a “New Registrant” is a Registrant that does not include in Form N-4 financial statements
reporting operating results or that includes financial statements for the Registrant’s initial fiscal year reporting operating results for a period
of 6 months or less. The following Instructions apply to New Registrants:

(a) Base the percentages in “Total Annual [Portfolio Company] Operating Expenses” on payments that will be made, but include in
expenses amounts that will be incurred without reduction for expense reimbursement or fee waiver arrangements, estimating amounts of
expenses that are not established pursuant to contract. Disclose in a footnote to the table that “Total Annual [Portfolio Company | Operating
Expenses” are based, in part, on estimated amounts for the current fiscal year.

(b) A New Registrant may reflect in a footnote to the table expense reimbursement or fee waiver arrangements that are expected to
reduce the minimum and/or maximum total [portfolio company] operating expenses shown in the table. If the New Registrant provides this
disclosure, also disclose the period for which the expense reimbursement or fee waiver arrangement is expected to continue, or whether it
can be terminated at any time at the option of a portfolio company.

(c) Complete only the I- and 3-year period portions of the Example, and estimate any [annual] contract fees collected.
Item 4, Condensed Financial Information
(a) Furnish the following information for each class of accumulation units of the Registrant.

ACCUMULATION UNIT VALUES
(for an accumulation unit outstanding throughout the period)
1. accumulation unit value at beginning of period;
2. accumulation unit value at end of period;
3. number of accumulation units outstanding at the end of period.

Instructions:

1. The above information must be provided for each class of accumulation units of the Registrant derived from contracts offered
by means of this prospectus and each class derived from contracts no longer offered for sale, but for which registrant may
continue to accept payments. Information need not be provided for any class of accumulation units of the Registrant derived
from contracts that are currently offered for sale by means of a different prospectus. Also, information need not be provided
for any class of accumulation units that is no longer offered for sale but for which Registrant may continue to accept payments,
if the information is provided in a different, but current prospectus of the Registrant.

2, The information shall be presented in comparative columns for each of the last ten fiscal years of the Registrant (or for life of
the Registrant and its immediate predecessors, if less) but only from the later of the effective date of Registrant’s or the relevant
portfolio company’s first 1933 Act Registration Statement. In addition, the information shall be presented for the period between
the end of the latest fiscal year and the date of the latest balance sheet or statement of assets and liabilities furnished.

3. Accumulation unit amounts shall be given at least to the nearest cent. If the computation of the offering price is extended to
tenths of a cent or more, then the amounts on the table should be given in tenths of a cent.


MML Investors Services

Founded in 1981, MML Investors Services
continues to be committed to assisting clients with
their investment needs. As a Broker-Dealer and
Registered Investment Adviser, we understand that
quality investment products, advice and services
are critical elements to successful investing.

MassMutual

FINANCHAL GROUPS

© 2015 Massachusetts Mutual Life Insurance Company, Springfald, MA.01111-0001, All rights reserved. wwwwwmassmutual.com, MassMutual Financial Group isa marketing name for
‘Massachusetts Mutual Life Insurance Company (MassMutual) andits affiliated companies and sales representatives.

MI1054 615

CRN201703-181931


Examples

These Examples are intended to help you compare the cost of investing in the Contract with the cost of investing in other
variable annuity contracts. These costs include Owner transaction expenses, Contract fees, Separate Account annual expenses,
charges for a GMAB, and fund fees and expenses.

Examples Using Current and Maximum Expenses (20-Year GMAB Elected)

These Examples assume that you either:

withdraw all your Contract Value at the end of each year shown,
do not withdraw any of your Contract Value at the end of each year shown, or

that you decide to apply your entire Contract Value to an Annuity Option at the end of each year shown and no
Contingent Deferred Sales Charge is applied. Note the Annuity Phase is not available until five years after the Contract
Issue Date unless state law requires a shorter period.

The Examples also assume:

that you purchase either a B-Share or L-Share Contract,
that the current charge for the 20-Year GMAB is equal to the maximum charge,

that you invested $10,000 in the Contract for the time periods indicated,

that you allocated Contract Value to a Sub-Account that has a 5% return each year,

that you selected one of two Sub-Accounts—the one that invests in the Fund with the highest total operating expenses,
or the one that invests in the Fund with the lowest total operating expenses,

that you made no transfers, and

that no Premium Taxes apply.

Based on the above assumptions, your costs would be as shown in the following tables. Your actual costs may be higher or lower.

B-Share
Current Expenses ‘Maximum Expenses

Years 1 3 5 10 1 3 5 10
If you withdraw all of your Contract Value at the
end of each year shown
Highest total fund operating expenses $1,200 $2,332 $3,276 $5,592 | $1,200 $2,332 $3,276 _ $5,592
Lowest total fund operating expenses $1,066 $1,941 $2,641 $4,416 | $1,066 $1,941 $2,641 $4,416
If you do not withdraw any of your Contract
Value at the end of each year shown
Highest total fund operating expenses $ 570 $1,702 $2,826 $5,592 | $ 570 $1,702 $2,826 $5,592
Lowest total fund operating expenses $ 436 SI31l $2,191 $4,416 | $ 436 $1311 $2,191 $4,416
If you decide to begin the Annuity Phase at the end
of each year shown
Highest total fund operating expenses NA N/A $2,826 $5,592 | N/A N/A $2,826 $5,592
Lowest total fund operating expenses NA NA $2,191 $4416 | NA N/A $2,191 $4,416

We estimate that the Annual Contract Maintenance Charge under the current expenses would be $40 or, as percentage, 0.05%. We estimate that the Annual
Contract Maintenance Charge under the maximum expenses would be $40 or, as percentage, 0.05%.